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EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & SHANLEY LLP
(A Pennsylvania Limited Liability Partnership)
Suite 300
105 College Road East
P.O. Box 627
Princeton, New Jersey 08542-0627
Telephone: (609) 716-6500
Fax: (609) 799-7000
PARTNER RESPONSIBLE FOR PRINCETON OFFICE
JONATHAN I. EPSTEIN
September 18, 2000
Integra LifeSciences Holdings Corporation
105 Morgan Lane
Plainsboro, NJ 08536
Gentlemen:
We have acted as counsel to Integra LifeSciences Holdings
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to 2,000,000 shares of
common stock of the Company, par value $.01 per share (the "Common Stock"),
issuable under the Company's 2000 Equity Incentive Plan (the "Plan"). The shares
of the Company's Common Stock issuable under the Plan are referred to as the
"Shares."
In that capacity, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation and the By-laws of the Company, each as amended through the date
hereof, the Plan, resolutions of the Company's Board of Directors, and such
other documents and corporate records relating to the Company and the issuance
and sale of the Shares as we have deemed appropriate. The opinions expressed
herein are based exclusively on the General Corporation Law of the State of
Delaware.
In all cases, we have assumed the legal capacity of each
natural person signing any of the documents and corporate records examined by
us, the genuineness of signatures, the authenticity of documents submitted to us
as originals, the conformity to authentic original documents of documents
submitted to us as copies and the accuracy and completeness of all corporate
records and other information made available to us by the Company.
Based upon the foregoing and consideration of such questions
of law as we have deemed relevant, we are of the opinion that the Shares issued
by the Company in accordance with the Plan will be validly issued, fully paid
and nonassessable by the Company.
We consent to the use of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under Section 7 of
the Securities Act of 1933, as amended, because we have not certified any part
of the Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or the rules and regulations
of the Securities and Exchange Commission.
Also, please be advised that William M. Goldstein, a partner
in our firm, owns 18,249 shares of Common Stock and options to purchase 15,500
shares of Common Stock.
Very truly yours,
/s/ DRINKER BIDDLE & SHANLEY LLP
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DRINKER BIDDLE & SHANLEY LLP
