July 28, 1995

                                                  Exhibit 5

Fresenius USA, Inc.
2637 Shadelands Drive
Walnut Creek, California  94598

Ladies and Gentlemen:

   This opinion is furnished to you in connection with a registration statement
on Form S-8 (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 500,000 shares of Class A Common Stock, $0.01
par value (the "Shares"), of Fresenius USA, Inc. (the "Company").

   We have acted as counsel to the Company and are familiar with the actions
taken by the Company in connection with the Company's 1993 Stock Option Plan
For Non-Employee Directors (the "Plan").  For purposes of this opinion we have
examined the Plan and such other documents as we deemed appropriate.

   Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Plan, they
will be validly issued, fully paid and nonassessable.

   We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.

                         Very truly yours,
                         /s/ Ropes & Gray
                         Ropes & Gray

3058887.01

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