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                                   EXHIBIT 5.1
           OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL

                [Baker, Donelson, Bearman & Caldwell Letterhead]



                                   May 8, 1997

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

         RE:   Registration Statement on Form S-3 of Sofamor Danek Group, Inc.

Ladies and Gentlemen:

     We have acted as securities counsel for Sofamor Danek Group, Inc., an
Indiana corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended, relating to the offer and sale of up to
20,000 shares (the "Shares") of common stock, no par value per share, of the
Company by a "Selling Stockholder" (as defined in the Registration Statement).
This opinion is being furnished in response to Item 601 of Regulation S-K and
the instructions to Form S-3.

     We are familiar with the proceedings to date with respect to the proposed
offering 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 purposes of this opinion.

     On the basis of the foregoing, we are of the opinion that:

     1. The Company is a corporation duly organized and existing under the laws
of the State of Indiana.

     2. The Shares that may be issued and sold pursuant to the option agreement
between Rush Presbyterian St. Luke's Medical Center, Endowed Chair in Spinal
Deformity ("Rush") and the Company, dated as of December 19, 1994 (the "Option
Agreement") will, when issued, sold and paid for in accordance with the Option
Agreement, be validly issued, fully paid and non-assessable.

     The foregoing opinion is limited to the federal laws of the United States
and the laws of the State of Tennessee, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction.

     In rendering the foregoing opinion, we have relied to the extent we deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by us to be responsible.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.

                                           Very truly yours,

                                           BAKER, DONELSON, BEARMAN & CALDWELL

                                           By:  /s/ Matthew S. Heiter
                                                --------------------------------
                                                Matthew S. Heiter, a shareholder