EXHIBIT 5
                                                                      ---------

                                 April 7, 1995



Puritan-Bennett Corporation
9401 Indian Creek Parkway
P.O. Box 25905
Overland Park, Kansas  66225-5905


Ladies and Gentlemen:

     We refer to the Registration Statement of Puritan-Bennett Corporation (the
"Company") on Form S-3 proposed to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 426,929 shares of the Company's Common Stock to be sold by certain
shareholders of the Company identified in the Registration Statement as "Selling
Shareholders."

     We are familiar with the proceedings to date with respect to such proposed
sale and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.

     Based upon the foregoing, it is our opinion that the 426,929 shares of
Common Stock offered for sale by the Selling Shareholders have been legally
issued and are fully paid and non-assessable.

     We hereby consent to the reference to us under the heading "Legal Opinions"
in the prospectus constituting a part of the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.

                                      Very truly yours,



                           /s/ BLACKWELL SANDERS MATHENY WEARY & LOMBARDI L.C.