July 21, 1997



Sofamor Danek Group
1800 Pyramid Place
Memphis, Tennessee 38132

     RE:  Registration Statement on Form S-8 of Sofamor Danek
          Group, Inc.

Ladies and Gentlemen:

     We have acted as securities counsel for Sofamor Danek Group,
Inc., an Indiana corporation (the "Company"), in connection with
the Company's Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to the Securities Act of
1933, as amended, relating to the Company's 1993 Long-Term
Incentive Plan, as amended (the "Plan"). This opinion is being
furnished in response to Item 601 of Regulation S-K and the
instructions to Form S-8. 

     We are familiar with the proceedings to date with respect to
the proposed offering and have examined such records, documents
and matters of law and satisfied ourselves as to such matters of
fact as we have considered relevant for purposes of this opinion.

     On the basis of the foregoing, we are of the opinion that:

     1.  The Company is a corporation duly organized and existing
under the laws of the State of Indiana.

     2.  The Plan has been duly and validly authorized and
adopted, and the 6,000,000 shares of Common Stock of the Company
(the "Shares") that may be issued and sold from time to time upon
the exercise of options granted in accordance with the Plan have
been duly authorized for issuance and will, when issued, sold and
paid for in accordance with the Plan, be validly issued, fully
paid and non-assessable.

     The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of Tennessee, and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction.

     In rendering the foregoing opinion, we have relied to the
extent we deem such reliance appropriate as to certain matters on
statements, representations and other information obtained from
public officials, officers of the Company and other sources
believed by us to be responsible.

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

                                   Very truly yours,

                                   WARING COX, PLC