Exhibit 5







                                December 18, 2001


Barr Laboratories, Inc.
Two Quaker Road
Pomona, New York 10970

Gentlemen:

                  We have acted as counsel for you in connection with the
registration on Form S-8 of the offer and sale of up to an additional 200,000
shares of Common Stock, par value $.01 per share (the "Shares"), of Barr
Laboratories, Inc. (the "Company") pursuant to the Company's 1993 Stock
Incentive Plan (the "Plan"). We have examined all statutes, corporate records
and documents which we have deemed necessary for the purposes of this opinion.

                  Based on the foregoing, it is our opinion that:

                  1. The Company has been duly  incorporated and is validly
existing as a corporation under the laws of the State of New York.

                  2. The issuance and sale of the Shares has been duly
authorized by all necessary corporate action.

                  3. All Shares issued pursuant to the Plan will, upon payment
of the purchase price therefor, be legally issued, fully paid and nonassessable
shares of Common Stock of the Company.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                            Very truly yours,

                                            /s/ Winston & Strawn

                                            WINSTON & STRAWN


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