Exhibit 5



                                      February 10, 1998


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

    Re:  Becton, Dickinson and Company
         1998 Stock Option Plan
         Form S-8 Registration Statement
         Under the Securities Act of 1933
         --------------------------------

Gentlemen:

    As Vice President, Secretary and Associate General Counsel 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 1998 Stock
Option 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
                                      Vice President,             
                                      Secretary and
                                      Associate General
                                      Counsel