Exhibit 5


                  [Letterhead of Drinker Biddle & Reath LLP]


                                                        June 2, 2004



C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974

          Re:      1990 Stock Option Plan
                   1988 Directors Stock Award Plan of C. R. Bard, Inc. (as
                    Amended and Restated)
                   1993 Long Term Incentive Plan of C. R. Bard, Inc. (as
                    Amended and Restated)
                   1998 Employee Stock Purchase Plan of C. R. Bard, Inc.
                   C. R. Bard, Inc. Management Stock Purchase Plan
                   Employees' Retirement Savings Plan of C. R. Bard, Inc.
                   2003 Long Term Incentive Plan of C. R. Bard, Inc. (as
                    Amended and Restated)

Ladies and Gentlemen:

          We have acted as special New Jersey counsel to C. R. Bard,
Inc., a New Jersey corporation (the "Company"), in connection with a
Post-Effective Amendment (the "Amendment") to the Company's Registration
Statements on Form S-8 (Nos. 333-86668, 333-59156, 333-55684, 333-78089,
333-51793, 333-69857, 333-30217, 333-07189, 33-35544, 33-64874, 333-104683 and
333-05997) (the "Registration Statements") filed under the Securities Act of
1933, as amended (the "Act"), relating to a one hundred percent increase in
the number of shares of common stock, $.25 par value, of the Company (the
"Shares"), issuable under the equity-based compensation plans of the Company
(the "Plans") covered by such Registration Statements as a result of the
Company's two-for-one stock split effected in the form of a stock dividend
payable on May 28, 2004 to shareholders of record on May 17, 2004.

          For purposes of this opinion, we have examined originals or
copies, certified or otherwise, identified to our satisfaction, of the
Amendment, together with exhibits filed as a part thereof, and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.

          Based upon the foregoing, we are of the opinion that:

          1.  The Company has been duly incorporated and is validly existing
              under the laws of the State of New Jersey.

          2.  The Shares have been duly authorized and, when sold in the manner
              and for the consideration contemplated by the Plans will be
              validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name therein. By
giving the foregoing consent, we do not admit that we are persons whose
consent is required under Section 7 of the Act.





                                                Very truly yours,


                                                /s/ DRINKER BIDDLE & REATH LLP