Exhibit 5

                               January 18, 2000

Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015

Ladies and Gentlemen:

          I refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Baxter International Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the sale and transfer of shares of Common Stock, par value $1.00 per share (the
"Shares"), of the Company, together with the associated Preferred Stock Purchase
Rights (the "Rights"), to be received by Anders Althin pursuant to the Agreement
for the Sale and Purchase of Shares dated as of December 22, 1999 (the "Purchase
Agreement") between the Company and Baxter Sweden AB, on the one hand, and
Anders Althin and Charlotte Althin, Susanne Althin and Eric Althin, on the other
hand. The terms of the Rights are set forth in the Rights Agreement dated as of
December 9, 1998 (the "Rights Agreement") between the Company and First Chicago
Trust Company of New York, as Rights Agent.

          I am familiar with the proceedings to date with respect to the
proposed sale and transfer of the Shares and the Rights and have examined such
records, documents and questions of law, and have satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis for this
opinion.

          Based on the foregoing, I am of the opinion that:

          1.  The Company is duly incorporated and validly existing under the
laws of the State of Delaware.

          2.  The Shares, upon the due execution, countersignature and
delivery of certificates evidencing the Shares, and if issued in accordance with
the Purchase Agreement, the Company's Restated Certificate of Incorporation and
the Company's Bylaws, will be legally issued and fully paid and nonassessable.

          3.  The Rights, upon the due execution, countersignature and
delivery of certificates evidencing the Shares, and if issued in accordance with
the Purchase Agreement, the Company's Restated Certificate of Incorporation and
the Company's Bylaws, will be validly issued under the Rights Agreement.

          I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale and transfer of
the Shares and the Rights.


          This opinion is limited to the General Corporation Law of the State
of Delaware and the laws of the United States of America.

          I hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement.


                                      Very truly yours,

                                      /s/ Thomas J. Sabatino, Jr.