COUDERT BROTHERS                                  NEW YORK          
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                                                   ASSOCIATED OFFICE 
                                                
December 4, 1996



DePuy, Inc.
700 Orthopaedic Drive
Warsaw, Indiana 46581

Gentlemen:

     We are rendering our opinion with respect to the legality of the 600,000
shares of Common Stock, par value $.01 per share (the "Shares"), of DePuy, Inc.,
a Delaware corporation (the "Company"), issuable pursuant to the DePuy, Inc.
Employee Stock Option/Purchase Plan (the "Plan"), which shares are being
registered under the Securities Act of 1933, as amended, on the Company's
Registration Statement on Form S-8 dated December 4, 1996 (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 at or above par value and in accordance with the Plan, will be legally
issued, fully paid and non-assessable.

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


                                                   Very truly yours,


                                                  /s/ COUDERT BROTHERS