EXHIBIT 5

                    [Sidley Austin Brown & Wood Letterhead]

                                  May 10, 2001

Edwards Lifesciences Corporation
One Edwards Way
Irvine, California  92614

                  Re: 2,320,519 shares of Common Stock, $1.00 par value
                      2,320,519 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 2,320,519 shares of Common Stock, $1.00 par
value, of the Company (the "Registered Common Stock"), together with 2,320,519
Preferred Stock Purchase Rights of the Company (the "Registered Rights")
associated therewith, to be issued under the Edwards Lifesciences Corporation
2001 Employee Stock Purchase Plan for United States Employees, the Edwards
Lifesciences Corporation 2001 Employee Stock Purchase Plan for International
Employees and the Edwards Lifesciences Corporation Nonemployee Directors and
Consultants Stock Incentive Program (collectively, the "Plans"). 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 Plans 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 a 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 thereof as
contemplated by the applicable Plan; (iii) such share shall have been duly
issued and sold in the manner contemplated by the applicable Plan; and (iv) a
certificate representing such share shall have been duly executed, countersigned
and registered and duly delivered to the



Edwards Lifesciences Corporation
May 10, 2001
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purchaser thereof upon payment of the agreed consideration therefor (not less
than the par value thereof) determined in accordance with the terms of the
applicable Plan.

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

         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
express no opinion as to the application of the securities or "blue sky" laws
of any jurisdiction.

         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 Brown & Wood