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Stryker Corp – ‘S-8 POS’ on 1/26/12 – EX-5

On:  Thursday, 1/26/12, at 4:34pm ET   ·   Effective:  1/26/12   ·   Accession #:  310764-12-19   ·   File #:  333-179142

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  As Of                Filer                Filing    For·On·As Docs:Size

 1/26/12  Stryker Corp                      S-8 POS     1/26/12    4:162K

Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                  HTML     52K 
 2: EX-4        Instrument Defining the Rights of Security Holders  HTML     68K 
 3: EX-5        Opinion re: Legality                                HTML      9K 
 4: EX-23       Consent of Experts or Counsel                       HTML      7K 


EX-5   —   Opinion re: Legality


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-5  
[Stryker Corporation Letterhead]






January 24, 2012

Ladies and Gentlemen:

I refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Stryker Corporation (the “Company”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”). The Registration Statement covers 25,000,000 shares of Common Stock, $.10 par value (the “Shares”), of the Company to be issued under the Company's 2011 Long-Term Incentive Plan, as amended (the “Plan”).

It is my opinion that, upon issuance of the Shares in accordance with the provisions of the Plan, the Shares will have been validly issued and will be fully paid and nonassessable.

In preparing this opinion, I have examined certificates of public officials, certificates of officers and copies certified to my satisfaction of such corporate documents and records of the Company as I deemed relevant and necessary as the basis for my opinion. As to any facts material to this opinion that were not independently established or verified by me, I have relied upon statements and representations of officers and other representatives of the Company and others.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Commission.

Very truly yours,


/s/ TIMOTHY I. WILLIAMS
Timothy I. Williams
Senior Legal Counsel and Assistant Secretary



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8 POS’ Filing    Date    Other Filings
Filed on / Effective on:1/26/12
1/24/128-K,  S-8
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Filing Submission 0000310764-12-000019   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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