EXHIBIT 5
August 14, 2000
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, D.C. 20037
Re: Non-Qualified Stock Option Agreement
Ladies and Gentlemen:
We have acted as counsel to Danaher Corporation, a Delaware corporation
(the "Corporation"), in connection with the preparation by Danaher of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 784,025 shares of
Common Stock, $.01 par value per share (the "Shares") of the Corporation issued
under the Non-Qualified Stock Option Agreement between George M. Sherman and the
Corporation dated February 7, 1990 (the "Plan").
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Form S-8;
2. A copy of the Plan, as certified on August 14, 2000 by the
Secretary of Danaher as then being complete, accurate and in
effect;
3. A copy of the Certificate of Incorporation, as amended, as
certified on August 14, 2000 by the Secretary of Danaher as then
being complete, accurate and in effect;
4. A copy of the Bylaws of Danaher, as certified on August 14, 2000
by the Secretary of Danaher as then being complete, accurate and
in effect;
5. A certificate of the Secretary of Danaher, dated August 14, 2000.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the
conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. We have assumed
the accuracy of the foregoing certifications, on which we are relying, and
have made no independent investigation thereof.
This opinion is limited to the general corporate law of the State of
Delaware, and we express no opinion with respect to the applicability
thereto, or the effect thereon, of any other laws or as to any matters of
municipal law or the laws of any other local agencies within the state. We
express no opinion whatsoever as to any other laws or regulations or as to
laws relating to choice of law or conflicts of law principles.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the issuance of the Shares upon the exercise of options, if
issued in accordance with the terms of the Plan, had been lawfully and duly
authorized and were legally issued, fully paid, and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Form S-8 on August
14, 2000, and should not be quoted in whole or in part or otherwise be
referred to, nor otherwise be filed with or furnished to any governmental
agency or other person or entity, without our express prior written
consent.
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We hereby consent to the filing of this opinion as an exhibit to the
Form S-8. We also consent to any and all references to our firm under the
caption "Legal Matters" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act and the Rules and
Regulations of the Commission promulgated thereunder.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ MARK A. DEWIRE___
Mark A. Dewire, A Partner
