S-3 1 As filed with the Securities and Exchange Commission on March 24,1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 __________________________ DANAHER CORPORATION (Exact name of registrant as specified in its charter) Delaware 59-1995548 (State of (I.R.S. Incorporation) Employer Identification No.) 1250 24th Street, N.W. Washington, D.C. 20037 (202) 828-0850 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________________ George M. Sherman President and Chief Executive Officer Danaher Corporation Washington, D.C. 20037 1250 24th Street, N.W. (202) 828-0850 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: George P. Stamas, Esquire Piper & Marbury 36 South Charles Street Baltimore, Maryland 21201 __________________________ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. __________________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Amount of Title of Securities to be Offering Aggregate registration to be Registered registered Price per share Offering price fee Common Stock, par value $.01 per share 1,143,914 shares (2) $28.25 $32,315,570.50 $11,143.28
(1) Pursuant to Rule 457, the proposed maximum offering price per share, proposed maximum aggregate offering price and amount of registration fee are based upon the average of the high and low prices of Registrant's Common Stock on March 20, 1995 as reported in The Wall Street Journal (Eastern Edition) on March 21, 1995. (2) Maximum number of shares which may be offered. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until this registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED MARCH 24, 1995 PROSPECTUS 1,143,914 SHARES DANAHER CORPORATION Common Stock ___________ The shares of Common Stock of Danaher Corporation (the "Company") offered hereby are being sold by the Selling Stockholders named herein. See "Selling Stockholders." The Company will not receive any of the proceeds from the sale of such shares by the Selling Stockholders. The Common Stock is traded on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "DHR." On March 20, 1995, the last sales price for the Common Stock as reported on the New York Stock Exchange Composite Tape was $28.375 per share. ___________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________ The date of this Prospectus is April ___, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission, can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission at 7 World Trade Center, New York, New York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60611. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at rates prescribed by the Commission. The Common Stock of the Company is listed for trading on the New York Stock Exchange and the Pacific Stock Exchange. Reports, proxy statements and other information concerning the Company can be inspected at such exchanges. This Prospectus does not contain all the information set forth in the Registration Statement of which this Prospectus is a part and exhibits thereto which the Company has filed with the Commission. Copies of the information and exhibits are on file at the offices of the Commission and may be obtained, upon payment of the fees prescribed by the Commission, or may be examined without charge at the offices of the Commission. No person has been authorized by the Company to give any information or to make any representations other than those contained in this Prospectus in connection with the offer contained in this Prospectus, and if given or made, such information or representations may not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall create an implication that there has been no change in the affairs of the Company since the date hereof. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission (File No. 1-8089) pursuant to the 1934 Act are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "Annual Report"); 2. The description of Common Stock contained in Item 4 of the Company's Form 8-B Registration of Securities of Certain Successor Issuers, filed with the Commission on November 3, 1986; and 3. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares made hereby shall be deemed incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. See "Available Information." Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the request of any such person, a copy of any or all of the documents which have been incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Danaher Corporation, 1250 24th Street, N.W., Washington, D.C. 20037, Attention: Controller, Telephone (202) 828-0850. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY Danaher Corporation (the "Company") operates a variety of businesses through its wholly-owned subsidiaries. These businesses are conducted in three business segments: Tools, Process/Environmental Controls and Transportation. The Company is the principal manufacturer of Sears, Roebuck and Co.'s Craftsman line and the National Automotive Parts Association line of mechanics' hand tools. The Company also manufactures Allen wrenches and Jacobs drill chucks and is a leading supplier of mechanics' hand tools through Matco Tools. In its Process/Environmental Controls segment, the Company is a leading producer of leak detection sensors for underground fuel storage tanks and motion, temperature, pressure and flow control devices. The Company's Transportation business manufactures wheel service equipment, diesel engine retarders and automotive air conditioning components which are sold under such brand names as Coats, Ammco and "Jake Brake." The principal executive offices of the Company are located at 1250 24th Street, N.W., Washington, D.C. 20037, telephone (202) 828-0850. USE OF PROCEEDS All of the proceeds from the sale of the shares of common stock, par value $.01 per share, of the Company (the "Common Stock") offered hereby will be received by the Selling Stockholders and none of the proceeds will be received by the Company. SELLING STOCKHOLDERS The Selling Stockholders acquired the shares of Common Stock to be offered hereby pursuant to an Agreement and Plan of Merger dated as of November 18, 1994 (the "Agreement"), among the Company, Armstrong Bros. Tool Co. ("ABT") and Griswold Machine and Engineering, Inc. Pursuant to the Agreement, ABT was merged with and into the Company on December 30, 1994 and all of the issued and outstanding capital stock of ABT was converted into cash and 1,143,914 shares of Common Stock of the Company. Although the shares of Common Stock acquired pursuant to the Agreement are held for investment, in recognition of the fact that the Selling Stockholders may wish to be legally permitted to sell the shares when they deem appropriate, the Company agreed to prepare and file a Registration Statement (of which this Prospectus is a part) with the Commission relating to the resale of such shares. Since the Selling Stockholders may sell all or some of the shares of Common Stock offered hereby, no estimate can be made of the aggregate amount of the Company's Common Stock that will be owned by each Selling Stockholder upon completion of the offering to which this Prospectus relates. Moreover, the number of shares of the Company's Common Stock held by the Selling Stockholders may change as a result of sales or purchases by the Selling Stockholders after the date hereof. None of the Selling Stockholders has had a material relationship within the past three years with the Company and its subsidiaries other than as a result of the ownership of the Company's Common Stock. The following table sets forth information concerning the number of Shares of Common Stock owned by each of the Selling Stockholders as of the date of this Prospectus, the maximum number of shares offered by such Selling Stockholder pursuant to this Prospectus, and the number of such shares to be owned by the Selling Stockholders after completion of this offering, assuming that all Shares offered hereby are sold. Name Number of Shares of Number of Shares Owned After Common Stock Shares Being after completion Owned Prior to the Offered of the Offering Offering Bette Armstrong Trustee under Declaration of trust dated April 10,1985 19,220 19,220 0 Henry R. Hertlein and Mary M. Hertlein Trustees, U/T/A dated 11/17/80. F/B/P Hertlein Family Trust 13,502 13,502 0 Hollis E. Lewey, Trustee of the Hollis E. Lewey Declaration of Trust, dtd. September 23, 1987 43,486 43,486 0 Hugh W. Armstrong & Rita M. Armstrong Trustees Under the Hugh W. Armstrong Trust dated 10/11/91 18,512 18,512 0 James E. Whitfield, Howard B. Carroll and Paul Armstrong, as Successor Trustees of Trust B U/W/O Lennox F. Armstrong, deceased 99,764 99,764 0 Kenneth A. Helms, Trustee of the trust by Janet E. Helms, Deceased 13,502 13,502 0 Kenneth C. Helms Trust, Kenneth C. Helms, Trustee 13,502 13,502 0 Kenneth C. Helms Trust, Kenneth C. Helms, Trustee 27,004 27,004 0 Lennox J. Armstrong, Paul Armstrong, Custodian Mary A. Lewey, Trustee of the Mary A. Lewey Declaration of Trust,dtd: September 23, 1987 53,416 53,416 0 Paul Armstrong Trustee under the Nancy B. Armstrong T/A dated 11/3/70 irrevocable F/B/O Paul L. Armstrong, Mary E. Armstrong, Helen C. Armstrong, & Lennox Armstrong 2,980 2,980 0 Paul L. Armstrong, Trustee of the Paul L. Armstrong Declaration of Trust dated December 30, 1988 74,736 74,736 0 Richard T. Hardy, Trustee under Trust Agreement, dated 12/15/92 and Known as the Richard T. Hardy Trust 18,366 18,366 0 Rita M. Armstrong & Hug2h W. Armstrong, Trustees under the Rita M. Armstrong Trust dated 10/11/91 16,338 16,338 0 The Northern Trust Company as sole Trustee under the will of Kezia E. Armstrong 126,084 126,084 0 Virginia A. Carroll, Jean M. Armstrong, Trustees, Trust B U/W/O Horace Armstrong2 85,232 85,232 0 Bruce M. Armstrong 23,470 23,470 0 Daniel J. Armstrong 10,588 10,588 0 Deshler D. Armstrong 14,350 14,350 0 Donald L. Armstrong 16,760 16,760 0 Ellen D.2 Armstrong 5,176 5,176 0 Gregory J. Armstrong 11,646 11,646 0 Jane K. Armstrong 12,640 12,640 0 Jean M. Armstrong 4,476 4,476 0 Jeffrey J. Armstrong 10,352 10,352 0 Jill Armstrong 5,176 5,176 0 John D. Armstrong 17,298 17,298 0 Marcia B. Armstrong 4,968 4,968 0 Paul Armstrong 42,430 42,430 0 Robert E. Armstrong 10,588 10,588 0 Thomas S. Armstrong 21,416 21,416 0 Teresa M. Armstrong 2,732 2,732 0 Paul L. Armstrong II 11,582 11,582 0 Hugh W. Armstrong III 10,836 10,836 0 William T. Armstrong, Jr. 17,082 17,082 0 Mary Jean Basta 6,800 6,800 0 Lois M. Bentsen 11,050 11,050 0 Howard B. Carroll 17,922 17,922 0 Virginia Armstrong Carroll 4,224 4,224 0 Barbara A. Hoburg 11,050 11,050 0 Allen A. Johnson 6,080 6,080 0 Barbara Jean Johnson 4,968 4,968 0 John H. Lewey 6,800 6,800 0 Rita A. Nash 18,734 18,734 0 Ruth E. Neitzel 11,050 11,050 0 John A. Peyton 13,502 13,502 0 Thomas R. Peyton 13,502 13,502 0 Flora H. Schumacher 54,010 54,010 0 Barbara J. Schwartz 8,178 8,178 0 William G. Simon, Jr. 3,726 3,726 0 Carol L. Steadman 2,912 2,912 0 Eva M.2 Steadman 13,502 13,502 0 Paul Armstrong & Patrick Allender, as Escrow Agents 56,694 56,694 0 Totals 1,143,914 1,143,914
__________________ * None of the Selling Stockholders own 1% or more of the Common Stock. PLAN OF DISTRIBUTION The Company's Common Stock is listed on the New York Stock Exchange ("NYSE", Symbol: DHR) and on the Pacific Stock Exchange ("PSE"). Application will be made to list the shares offered hereby on the NYSE and the PSE. Subject to approval of the NYSE and the PSE, the Selling Stockholders may sell from time to time shares of Common Stock offered hereby in transactions on the NYSE, the PSE, in privately-negotiated transactions or otherwise, in each case at prices satisfactory to the Selling Stockholders. The brokers or dealers through or to whom the shares of Common Stock offered hereby may be sold may be deemed underwriters of the shares within the meaning of the Securities Act of 1933, as amended, in which event, all brokerage commissions or discounts and other compensation received by such brokers or dealers may be deemed underwriting compensation. The Common Stock offered hereby will be sold by the Selling Stockholders acting as principals for their own account. The Company will receive no proceeds from this offering. The Selling Stockholders will pay all applicable stock transfer taxes, transfer fees and brokerage commissions, and related fees and expenses, but the Company will bear the costs of preparing the Registration Statement of which this Prospectus is a part and all filing fees and legal and accounting expenses in connection with registration under federal and state securities laws. LEGAL MATTERS The legality of the shares offered hereby is being passed upon for the Company by Piper & Marbury, Baltimore, Maryland, counsel to the Company. EXPERTS The financial statements and schedules incorporated by reference in this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. No person has been authorized by the Company to give any information or to make any representations other than 1,143,914 Shares those contained in this Prospectus in connection with Common Stock the offer contained in this Prospectus, and if given or made, such information or representations may not be ___________________ relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or DANAHER a solicitation of an offer to CORPORATION buy any of the securities in any jurisdiction in which such ___________________ offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified PROSPECTUS to do so, or to any person to whom it is unlawful to make _________, 1995 such offer or solicitation. Neither the delivery of this _____________________ Prospectus nor any sale made hereunder shall create an implication that there has been no change in the affairs of the Company since the date hereof. Table of Contents Page Available Information 2 Incorporation of Certain Documents by Reference 2 The Company 3 Use of Proceeds 4 Selling Stockholders 4 Plan of Distribution 6 Legal Matters 6 Experts 6 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the expenses in connection with this Registration Statement. The Company will pay all expenses of the offering. All of such expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission. Filing Fee-Securities and Exchange Commission $11,143.28 Fees and Expenses of Counsel $1,500 Miscellaneous Expenses $2,000 TOTAL $14,692.50 _________ Item 15. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") grants each corporation organized thereunder, such as the Registrant, the power to indemnify its directors and officers against liabilities for certain of their acts. Article X of the Registrant's Amended Certificate of Incorporation and Article VIII of the Registrant's By-Laws provides for indemnification of directors and officers of the Registrant to the extent permitted by Section 145. Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Registrant, eliminating or limiting, with certain exception, the personal liability of a director to the corporation or its stockholders for monetary damages for certain breaches of fiduciary duty as a director. Article X of the Amended Certificate of Incorporation of the Registrant eliminates the liability of directors except to the extent that such liability arises (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL which relates to the unlawful payment of dividends or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit. The foregoing statements are subject to the detailed provisions of Section 102(b)(7) and 145 of the DGCL, Article X of the Restated Certificate of Incorporation of the Registrant and Article VIII of the Bylaws of the Registrant, as applicable. Item 16. Exhibits Exhibit No. Description 4.1 Credit Agreement dated as of Incorporated September 7, 1990 among Danaher by Reference Corporation, the Financial Institutions Listed Therein and Bankers Trust Company as Agent. 4.2 Note Agreement as of November 1, Incorporated 1992 Between Danaher Corporation by Reference and Lenders Referenced Therein 4.3 Note Agreement as of April 1, Incorporated 1993 Between Danaher Corporation by Reference and Lenders Referenced Therein 5 Opinion of Piper & Marbury Filed regarding the legality of the herewith securities being registered 10.1 Agreement as of November 1, 1990 Incorporated between Danaher Corporation, by Reference Easco Hand Tools, Inc. and Sears, Roebuck and Co. 23.1 Consent of Arthur Andersen & Co. Filed herewith 23.2 Consent of Piper & Marbury Filed (included in Exhibit 5) herewith Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suite or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (d) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs in contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the District of Columbia, on this 24th day of March, 1995. DANAHER CORPORATION By /s/ George M. Sherman George M. Sherman, President and Chief Executive Officer Known all men by these presents, that each person whose signature appears below constitutes and appoints George M. Sherman and C. Scott Brannan (with full powers to each of them to act alone) as his true and lawful attorney-in-fact and agent, with full power and substitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date President, Chief /s/ George M. Sherman Executive Officer and Director March 24, 1995 George M. Sherman (Principal Executive Officer) Senior Vice /s/ Patrick W. Allender President, Chief Financial Officer Patrick W. Allender and Secretary March 24, 1995 (Principal Financial Officer) /s/ C. Scott Brannan Controller C. Scott Brannan (Principal March 24, 1995 Accounting Officer) /s/ Mortimer M. Caplin Mortimer M. Caplin Director March 24, 1995 /s/ Donald J. Ehrlich Director March 24, 1995 Donald J. Ehrlich /s/ Walter G.Lohr,Jr. Director March 24, 1995 Walter G. Lohr, Jr. /s/ Mitchell P. Rales Director March 24, 1995 Mitchell P. Rales /s/ Steven M. Rales Steven M. Rales Director March 24, 1995 /s/ A. Emmet Stephenson, Jr. Director March 24, 1995 A. Emmet Stephenson, Jr. EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page 5 Opinion of Piper & Marbury regarding the 17 legality of the of the securities being registered 23.1 Consent of Arthur Andersen & Co. 19 23.2 Consent of Piper & Marbury (included in Exhibit 5) EX-5 2 March 24, 1995 Danaher Corporation 1250 24th Street, N.W. Suite 800 Washington, D.C. 20037 Re: Danaher Corporation Registration Statement on Form S-3 Dear Sirs: We have acted as counsel to Danaher Corporation, a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 including all amendments or supplements thereto, filed March 24, 1995 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") and the issuance of shares of the Company's Common Stock, par value of $0.01 per share (the "Shares"), pursuant to the Registration Statement. In this capacity, we have examined the Company's charter and By-Laws, the proceedings of the Board of Directors of the Company relating to the issuance of the Shares and such other documents, instruments and matters of law as we have deemed necessary to the rendering of this opinion. In such examination, we have assumed the genuineness of all signatures, the conformity of final documents in all material respects to the versions thereof submitted to us in draft form, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. Based upon the foregoing, we are of the opinion and advise you that the Shares issued by the Company pursuant to the Agreement and Plan of Merger described in the Registration Statement have been duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, PIPER & MARBURY EX-23.1 3 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we consent to the incorporation in this registration statement of our reports dated January 25, 1995 included or incorporated by reference in Danaher Corporaion's Form 10-K for the year ended December 31, 1994 and to all references to our Firm in this registration statement. ARTHUR ANDERSEN LLP Washington, D.C. March 20, 1995