EXHIBIT 5

                                September 8, 1995


Nellcor Puritan Bennett Incorporated
4280 Hacienda Drive
Pleasanton, CA  94588

          Re:  Nellcor Puritan Bennett Incorporated:
               1,000,000 SHARES OF COMMON STOCK

Ladies and Gentlemen:

          At your request, we have examined the Registration Statement on
Form S-8 to be filed by you with the Securities and Exchange Commission on
September 8, 1995 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 1,000,000
additional shares of your Common Stock, par value of $0.001 (the "Stock")
pursuant to your 1994 Equity Incentive Plan (the "Plan").

          In connection with this opinion, we have examined all proceedings
taken by you relating to the issuance and sale of up to 1,000,000 additional
shares of the Stock under the Plan.

          It is our opinion that the up to 1,000,000 shares of the Stock being
issued and sold by you under the Plan, when issued and sold in the manner
referred to in the Registration Statement, will be legally and validly issued,
fully paid, and nonassessable.

          We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.

                                   Very truly yours,



                                   /s/ MORRISON & FOERSTER
                                   -----------------------------
                                   Morrison & Foerster