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EXHIBIT 5
[Letterhead of Wachtell, Lipton, Rosen & Katz]
January 8, 2001
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Re: Registration Statement on Form S-4 of Cardinal Health, Inc.
Ladies & Gentlemen:
We are acting as special counsel to Cardinal Health, Inc., an Ohio
corporation ("Cardinal"), in connection with the Registration Statement filed
today by Cardinal with the Securities and Exchange Commission (the
"Registration Statement") with respect to up to 19 million common shares,
without par value ("Cardinal Common Shares"), of Cardinal proposed to be issued
in connection with the merger (the "Merger") of Brick Merger Corp., an Indiana
corporation and a wholly owned subsidiary of Cardinal ("Subcorp"), with and
into Bindley Western Industries, Inc., an Indiana corporation ("Bindley
Western"), as described in the Proxy Statement/Prospectus that is a part of the
Registration Statement (the "Proxy Statement/Prospectus").
In connection with this opinion, we have reviewed the Registration Statement
and the exhibits thereto, and we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
agreements, certificates of public officials and of officers of Cardinal and
Subcorp, and other instruments, including an opinion of Ohio counsel, and such
matters of law and fact as we have deemed necessary to render the opinion
contained herein.
Based upon and subject to the foregoing, we are of the opinion that the
Cardinal Common Shares being registered under the Registration Statement, when
issued pursuant to the Merger following approval of the Agreement and Plan of
Merger, dated as of December 2, 2000, among Cardinal, Subcorp and Bindley
Western, by the requisite votes of the stockholders of Bindley Western, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "LEGAL MATTERS" in the Proxy
Statement/Prospectus contained therein. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
