EXHIBIT 5



                                      November 13, 1996


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

    Re:  Becton, Dickinson and Company
         1996 Directors' Deferral Plan
         Form S-8 Registration Statement
         Under the Securities Act of 1933
         --------------------------------

Gentlemen:

    As Associate General Counsel and Senior Corporate Attorney of Becton, 
Dickinson and Company (the "Company"), I am familiar with all corporate action
taken by the Company with respect to the adoption of the Company's 1996
Directors' Deferral Plan (the "Plan").

    On the basis of the foregoing, it is my opinion that the Company has taken
all necessary and appropriate corporate action in connection with the adoption
of the Plan and the authorization for issuance of the shares thereunder, and
that the shares when issued and sold in the manner referred to in the Plan, will
constitute legally issued, fully paid and non-assessable shares of Common Stock
of the Company.

    I consent to the filing of this opinion as Exhibit 5 to the above-captioned
Registration Statement.

                                      Very truly yours,

                                      /s/ Bridget M. Healy
                                      ----------------------  
                                      Bridget M. Healy
                                      Associate General Counsel
                                      and Senior Corporate Attorney