E X H I B I T 5
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CARTER, LEDYARD & MILBURN
Counsellors at Law
2 Wall Street
New York, New York 10005
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(212) 732-3200
Fax (212) 732-3232
December 1, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pall Corporation
Ladies and Gentlemen:
We have acted as counsel for Pall Corporation, a New York corporation (the
"Corporation"), in connection with the amendment, effective as of July 12, 2000,
to its 1998 Employee Stock Option Plan (the "Plan"). The amended Plan provides
for the sale upon the exercise of options of up to an additional 4,000,000
shares (the "Additional Shares") of the Common Stock, $.10 par value per share,
of the Corporation (the "Common Stock") and up to an additional 4,000,000 Common
Share Purchase Rights (the "Additional Rights"). The Additional Shares may be
either authorized but unissued or reacquired shares. Each Additional Right will
be issued in connection with the issuance of one of the Additional Shares and
prior to the Distribution Date (as defined in the Rights Agreement providing for
the Common Share Purchase Rights), will be transferable with and only with, and
will be evidenced by the certificate evidencing, such Additional Share.
We have examined the originals, or copies certified or otherwise identified
to our satisfaction, of such corporate records and such other documents as we
have deemed relevant as a basis for our opinion hereinafter expressed.
Based on the foregoing, we are of the opinion that up to 4,000,000
previously unissued Additional Shares and Additional Rights which may be the
subject of options under the Plan, when paid for in accordance with the terms of
the Plan and the options granted thereunder, will be legally issued, and the
Additional Shares will be fully-paid and non-assessable.
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Securities and Exchange Commission -2-
We hereby consent to the filing of this opinion as an exhibit to the
Corporation's Form S-8 Registration Statement for the Additional Shares and
Additional Rights.
Very truly yours,
/s/CARTER, LEDYARD & MILBURN
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