Exhibits 5 and 23(b)


March 25, 2003



Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880

Ladies and Gentlemen:

You have requested me, as General Counsel for Becton, Dickinson and
Company, a New Jersey corporation (the "Company") to render my opinion
regarding certain matters in connection with the Registration Statement on Form
S-3 (the "Registration Statement") filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of the Company's (a) senior debt
securities (the "Debt Securities"), which will be issued pursuant to an
indenture dated as of March 1, 1997 (the "Indenture") between the Company and
JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the
"Trustee"); (b) shares of common stock, par value $1.00 per share, of the
Company (the "Common Stock") and related preferred stock purchase rights (the
"Rights"); (d) Warrants of the Company to purchase Debt Securities or Common
Stock (the "Warrants"), which may be issued pursuant to a warrant agreement
(the "Warrant Agreement") between the Company and a Warrant Agent to be named
(the "Warrant Agent"); (e) Purchase Contracts of the Company for the purchase
of securities, currencies or commodities (the "Purchase Contracts"), which may
be issued pursuant to a purchase contract agreement (the "Purchase Contract
Agreement") between the Company and a Purchase Contract Agent to be named (the
"Purchase Contract Agent"); and (f) Debt Securities, Common Stock, Warrants and
Purchase Contracts or any combination thereof that may be offered in the form
of units (the "Units").

I or attorneys under my supervision upon whom I am relying have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purposes of rendering this
opinion.

On the basis of the foregoing, I am of the opinion that:

1. The Indenture has been duly authorized, executed and delivered by
the Company; when the specific terms of a particular series of Debt
Securities have been duly authorized and established in accordance with
the Indenture, and when such Debt Securities have been duly authorized,
executed, authenticated, issued and delivered in accordance with the
Indenture and any supplemental indenture to be entered into in connection
with the issuance of any Debt Securities and the applicable underwriting
or other agreement, such


1

Debt Securities will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally and equitable principles of general applicability.

2. When the necessary corporate action on the part of the Company has
been taken to authorize the issuance and sale of such shares of Common
Stock and related Rights proposed to be sold by the Company, and when such
shares of Common Stock and related Rights are issued and delivered in
accordance with the applicable underwriting or other agreement, such
shares of Common Stock will be validly issued, fully paid and
non-assessable and the Rights will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and equitable principles of general
applicability.

3. When the Warrant Agreement to be entered into in connection with
the issuance of any Warrants has been duly authorized, executed and
delivered by the Warrant Agent and the Company; the specific terms of the
Warrants have been duly authorized and established in accordance with the
Warrant Agreement; and such Warrants have been duly authorized, executed,
issued and delivered in accordance with the Warrant Agreement and the
applicable underwriting or other agreement, such Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally and equitable principles of
general applicability.

4. When the Purchase Contract Agreement to be entered into in
connection with the issuance of any Purchase Contracts has been duly
authorized, executed and delivered by the Purchase Contract Agent and the
Company; the specific terms of the Purchase Contracts have been duly
authorized and established in accordance with the Purchase Contract
Agreement; and such Purchase Contracts have been duly authorized,
executed, issued and delivered in accordance with the Purchase Contract
Agreement and the applicable underwriting or other agreement, such
Purchase Contracts will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally and equitable principles of general applicability.

In connection with the opinions expressed above, I have assumed that, at
or prior to the time of the delivery of any such security, (i) the terms of
such security shall have duly established by, and the issuance and sale of such
security shall have been duly authorized by, the Board of Directors or pursuant
to authority delegated by the Board of Directors and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated
or rescinded; and


2

(iii) there shall not have occurred any change in law affecting the validity or
enforceability of such security. I have also assumed that none of the terms of
any security to be established subsequent to the date hereof, nor the issuance
and delivery of such security, nor the compliance by the Company with the terms
of such security will violate any applicable law or will result in a violation
of any provision of any instrument or agreement then binding upon the Company,
or any restriction imposed by any court or governmental body having
jurisdiction over the Company.

I am a member of the Bar of the State of New York and attorneys under my
supervision upon whom I am relying are members of the Bar of the State of New
Jersey. The foregoing opinion is limited to the laws of the State of New York,
the federal laws of the United States of America and the Business Corporation
Act of the State of New Jersey.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, I consent to the reference to me under the
caption "Validity of Securities" in the prospectus.

This opinion is rendered solely to you in connection with the above
matter. This opinion 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.

Very truly yours,

/s/ BRIDGET M. HEALY

Bridget M. Healy




3