Exhibit 5


September 8, 1995


Nellcor Puritan Bennett Incorporated
4280 Hacienda Drive
Pleasanton, CA  94588

             Re:    Nellcor Puritan Bennett Incorporated:
                    550,000 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 550,000
shares of your Common Stock, par value of $0.001 (the "Stock") pursuant to
the exercise of options granted under your 1995 Merger Stock 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
550,000 shares of the Stock under the Plan.

             It is our opinion that the up to 550,000 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