Exhibit 5

                   [FORM OF OPINION OF DEWEY BALLANTINE LLP]








                                  June 13, 2003


Zimmer Holdings, Inc.
345 East Main Street
Warsaw, Indiana 46580


Ladies and Gentlemen:

            We have acted as special counsel to Zimmer Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company under
the Securities Act of 1933, as amended (the "Act"), for the purpose of
registering under the Act up to 8,223,784 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), proposed to be issued in connection
with the Company's exchange offer (the "Exchange Offer") for each outstanding
bearer share, nominal value CHF 20 per share, of InCentive Capital AG, a listed
company incorporated in Switzerland, as described in the Registration Statement.

            In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates and other instruments as we have
deemed necessary or appropriate for the purpose of expressing the opinion
contained herein, including, without limitation, the Restated Certificate of
Incorporation of the Company, the Restated By-laws of the Company, as amended,
the Certificate of Designations of Series A Participating Cumulative Preferred
Stock of the Company, the Rights Agreement of the Company, the Registration
Statement and resolutions adopted by the Board of Directors of the Company. With
respect to all of the documents reviewed, we have assumed, without
investigation, the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
reproduced copies. As to any facts which we have not independently established
or verified, we have relied upon statements and representations of
representatives of the Company and others.

            We are admitted to the Bar of the State of New York and express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware.

Zimmer Holdings, Inc.
June [__], 2003
Page 2


            Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the terms and conditions of the
Exchange Offer, will be validly issued, fully paid and nonassessable.

            The foregoing opinion is rendered as of the date hereof, and we
assume no obligation to update such opinion to reflect any facts or
circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur. This opinion is rendered solely to you in
connection with the above matter, and may not be relied upon by you for any
other purpose or relied upon by or furnished to any other person without our
prior written consent.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to this Firm under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission thereunder.

                                    Very truly yours,

                                    DEWEY BALLANTINE LLP