EXHIBIT 5

                          [Sidley & Austin Letterhead]

                               December 20, 2000

Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614


            
             Re:  500,000 shares of Common Stock, $1.00 par value
                  500,000 Preferred Stock Purchase Rights
                  -------------------------------------------


Ladies and Gentlemen:

    We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Edwards Lifesciences Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 500,000 shares of Common Stock, $1.00 par value,
of the Company (the "Registered Common Stock"), together with 500,000 Preferred
Stock Purchase Rights of the Company (the "Registered Rights") associated
therewith, to be issued under the Edwards Lifesciences Corporation of Puerto
Rico Savings and Investment Plan (the "Plan"). The terms of the Registered
Rights are set forth in the Rights Agreement (the "Rights Agreement"), dated as
of March 31, 2000, between the Company and EquiServe Trust Company, N.A., as
Rights Agent.

    We are familiar with the proceedings to date with respect to the proposed
issuance and sale of the Registered Common Stock and the Registered Rights under
the Plan and have examined such records, documents and questions of law, and
satisfied ourselves as to such matters of fact, as we have considered relevant
and necessary as a basis for this opinion.

    Based on the foregoing, we are of the opinion that:

    1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.

    2. Each share of the Registered Common Stock which is newly-issued pursuant
to the Plan will constitute a share of Common Stock of the Company which has
been duly authorized, legally issued, fully paid and non-assessable when
(i) the Registration Statement shall have become effective under the Securities
Act; (ii) the Company's Board of Directors or a duly authorized committee
thereof shall have duly adopted final resolutions authorizing the issuance and
sale of the Registered Common Stock as contemplated by the Registration
Statement; (iii) such Registered Common Stock shall have been duly issued and
sold in the manner contemplated by the Plan; and (iv) a certificate representing
such Registered Common Stock shall have been duly executed, countersigned and
registered and duly delivered to the purchaser thereof upon payment of the
agreed consideration therefor (not less than the par value thereof) determined
in accordance with the terms of the Plan.

    3. The Registered Right associated with each share of Registered Common
Stock referred to in paragraph 2 above will be validly issued when (i) such
Registered Right shall have been duly issued in accordance with the terms of the
Rights Agreement; and (ii) such associated share shall have been duly issued and
paid for as set forth in paragraph 2 above.

Edwards Lifesciences Corporation
December 20, 2000
Page 2

    This opinion letter is limited to the General Corporation Law of the State
of Delaware and the Federal laws of the United States of America.

    We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

                                          Very truly yours,

                                          Sidley & Austin