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EXHIBIT 5
HERBERT K. ZEARFOSS
ASSISTANT GENERAL COUNSEL
TELEFLEX INCORPORATED
155 SOUTH LIMERICK ROAD
LIMERICK, PENNSYLVANIA 19468
June 30, 2000
Teleflex Incorporated
630 West Germantown Pike, Suite 450
Plymouth Meeting, Pennsylvania 19462
Re: Teleflex Incorporated Global Employee Stock Purchase Plan
Form S-8 Registration Statement
Gentlemen:
I have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on June 30, 2000 under the
Securities Act of 1933, as amended, relating to the offer by Teleflex
Incorporated (the "Company") of 100,000 shares of the Company's Common Stock,
par value $1.00 per share ("Common Stock"), pursuant to the Teleflex
Incorporated Global Employee Stock Purchase Plan (the "Plan") that may be issued
by the Company to Employees of the Company and its Designated Subsidiaries under
the Plan.
I have examined such corporate records and documents, statements of
officers of the Company, opinions of other counsel and such other matters as I
have considered appropriate to enable me to give this opinion. Based upon the
foregoing, I am of the opinion that:
1. All of the presently issued and outstanding shares of the shares of
the Common Stock of the Company are validly issued, fully paid and
non-assessable by the Company.
2. The Common Stock has been duly authorized by the Company for
issuance to the trustee under the Plan and, when issued in accordance with such
authority, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Herbert K. Zearfoss
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Herbert K. Zearfoss
