1
                                 Exhibit 5.1

              Legal Opinion of Henderson, Daily, Withrow & DeVoe

                [Henderson, Daily, Withrow & DeVoe Letterhead]


                               February 20, 1998




Sofamor Danek Group, Inc.
1800 Pyramid Place
Memphis, Tennessee 38132

Ladies and Gentlemen:

        In connection with the sale by Sofamor Danek Group, Inc. (the
"Company") and certain selling shareholders of up to 3,220,000 shares of common
stock, no par value ("Common Stock") of the Company, including 420,000 shares
to be sold by the Company in the event of exercise of an over-allotment option
by the underwriters, we have examined the Company's Amended and Restated
Articles of Incorporation, its Amended and Restated Code of Bylaws, applicable
resolutions adopted by the Board of Directors of the Company and such other
documents and records as we have deemed necessary for the giving of this
opinion. We have also examined the Registration Statement on Form S-3, No.
333-44919 (the "Registration Statement"), filed with the Securities and
Exchange Commission pursuant to the requirements of the Securities Act of
1933, as amended (the "Securities Act"), for the purpose of registering the
shares of Common Stock for sale. Based on our examination, we are of the
opinion that:

        1.  The Company has been duly formed and is validly existing as a
            corporation under the laws if the State of Indiana with full power
            and authority to conduct the business in which it is engaged as
            described in the Registration Statement.

        2.  All necessary action has been taken by the Company's Board of
            Directors to authorize the registration of the Common Stock and
            no action by the Company's shareholders is required.

        3.  The Common Stock will be validly issued, fully paid and
            non-assessable when (i) the Registration Statement has become
            effective and (ii) the shares of Common Stock have been sold and
            paid for as provided in the Registration Statement.


        We hereby consent to the use of our name under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement
and further consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                         Very truly yours,


                                         /s/ Henderson, Daily, Withrow & DeVoe