EXHIBIT 5

July 19, 2001

Bristol-Myers Squibb Company

345 Park Avenue

New York, New York 10154

Re: Bristol-Myers Squibb Company - Registration Statement on Form S-8 relating to the Bristol-Myers Squibb Company 1997 Stock Incentive Plan, effective as of May 6, 1997, the Bristol-Myers Squibb Company 2000 Non-Employee Directors' Stock Option Plan, effective as of May 2, 2000, and the Bristol-Myers Squibb Company TeamShare Stock Option Plan, effective as of December 6, 1994 (the "Registration Statement")

Gentlemen:

In connection with the proposed sale of up to 25,000,000 shares of the common stock par value $.10 (the "Shares") of Bristol-Myers Squibb Company (the "Company") pursuant to the Bristol-Myers Squibb Company 1997 Stock Incentive Plan, the Bristol-Myers Squibb Company 2000 Non-Employee Directors' Stock Option Plan, and the Bristol-Myers Squibb Company TeamShare Stock Option Plan (the "Plans") with respect to which a Registration Statement on Form S-8 has been prepared for filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, I have examined or supervised the examination of such corporate records, other documents and questions of law as I considered necessary for the purpose of this opinion.

I am of the opinion that when:

(a)	the applicable provisions of the Securities Act of 1933 and of State securities "blue sky" laws shall have been complied with;
(b)	the Company's Board of Directors shall have duly authorized the issue and sale of the Shares; and
(c)	the Shares shall have been duly issued and paid for (in an amount not less than $.10 par value thereof);

the Shares will be legally issued, fully paid and nonassessable.

I hereby consent to the use of this opinion as an Exhibit to the Registration Statement on Form S-8 and to the reference to me under the caption "Legal Opinion" in the Registration Statement and any related Prospectus, and any amendments thereto, filed or distributed in connection with the Plans. In giving such consent, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ John L. McGoldrick

John L. McGoldrick

Executive Vice President, President, Medical Devices Group & General Counsel

Bristol-Myers Squibb Company