NEW YORK
PARIS
WASHINGTON
LONDON
BRUSSELS
COUDERT BROTHERS HONG KONG
ATTORNEYS AT LAW SINGAPORE
SAN FRANCISCO
1114 AVENUE OF THE AMERICAS BEIJING
NEW YORK, N.Y. 10036-7703 SYDNEY
TEL: 212 626-4400 FAX: 212 626-4120 LOS ANGELES
SAN JOSE
TOKYO
October 29, 1996 MOSCOW
BANGKOK
JAKARTA
DePuy, Inc. HO CHI MINH CITY
700 Orthopaedic Drive HANOI
Warsaw, Indiana 46581 MEXICO CITY
ASSOCIATED OFFICE
RIOS FERRER Y RIVERA, S.C.
Gentlemen:
We are rendering our opinion with respect to the legality of the 14,780,000
shares of Common Stock, par value $.01 per share (the "Shares"), of DePuy, Inc.,
a Delaware corporation (the "Company"), being registered under the Securities
Act of 1933 on the Company's Registration Statement on Form S-1 (File No. 333-
09345) (the "Registration Statement").
As counsel to the Company, we are familiar with the corporate proceedings
of the Company relating to the authorization for issuance of the Shares, and
have examined such instruments, documents, records and certificates, and we have
made such other inquiries and investigations of fact, as we have deemed
necessary for purposes of the opinions herein expressed.
Based on the foregoing, and having regard for such other legal and factual
considerations we deem relevant, we are of the opinion that the Shares, when
sold under the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the reference to us under the heading "Legal Matters"
in the Registration Statement and to the inclusion of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ COUDERT BROTHERS