[Latham & Watkins Letterhead]

                                 August 3, 2001



Integra LifeSciences Holding Corporation
311 Enterprise Drive
Plainsboro, NJ 08536



                  RE: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
                  ---------------------------------------------


Ladies and Gentlemen:

          In connection with the registration of 4,312,500 shares of common
stock of the Company, par value $0.01 per share (the "Shares"), under the
Securities Act of 1933, as amended (the "Act"), by Integra LifeSciences Holdings
Corporation, a Delaware corporation (the "Company"), on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on June 1, 2001 (File No.
333-62176), as amended by Amendment No. 1 filed with the Commission on July 9,
2000, Amendment No. 2 filed with the Commission on July 20, 2001 and Amendment
No. 3 filed with the Commission on August 3, 2001 (collectively, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.

          In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.




Integra LifeSciences Holdings Corporation
August 3, 2001
Page 2


          In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

          We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.

          Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.

          We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters".

                                      Very truly yours,

                                      /s/ Latham & Watkins