Exhibit 5.1

June 27, 2003


Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536


                  Re:      Integra LifeSciences Holdings Corporation:
                           REGISTRATION STATEMENT ON FORM S-3


Ladies and Gentlemen:


                  In connection with the registration for resale by the holders
thereof of $120,000,000 aggregate principal amount of 2 1/2% Contingent
Convertible Subordinated Notes due 2008 (the "NOTES") and the registration of
3,514,162 shares of common stock, par value $0.01 per share (the "SHARES"),
issuable upon conversion of the Notes, under the Securities Act of 1933, as
amended, by Integra LifeSciences Holdings Corporation, a Delaware corporation
(the "COMPANY"), on Form S-3 filed with the Securities and Exchange Commission
on June 27, 2003 (the "REGISTRATION STATEMENT"), you have requested our opinion
with respect to the matters set forth below. The Notes have been issued pursuant
to an indenture, dated as of March 31, 2003 (the "INDENTURE"), between the
Company and Wells Fargo Bank Minnesota, National Association, as trustee (the
"TRUSTEE").

                  In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken by the Company in
connection with the authorization and issuance of the Notes and the Shares. In
addition, we have examined such matters of fact and questions of law as we have
considered appropriate for the purposes of this letter.

                  As to facts material to the opinions, statements and
assumptions expressed herein, we have, with your consent, relied upon oral or
written statements and representations of officers and other representatives of
the Company and others. We have not independently verified such factual matters.

                  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 and the other matters set forth
herein, it is our opinion that as of the date hereof:

                  (1) The Notes have been duly authorized by all necessary
corporate action of the Company and constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

                  (2) The Shares initially issuable upon conversion of the Notes
have been duly authorized and reserved for issuance by all necessary corporate
action of the Company and, when issued upon conversion of the Notes in
accordance with the terms of the Indenture and the Notes, will be validly
issued, fully paid and non-assessable.

                  The opinion rendered in paragraph (1) above is subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors; (ii)
the effect of general principles of equity, whether enforcement is considered in
a proceeding in equity or at law (including the possible unavailability of
specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court
before which any proceeding therefore may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; (iv) we express no opinion concerning the enforceability of the waiver
of rights or defenses contained in Section 6.7 of the Indenture; and (v) the
unenforceability of any provision requiring the payment of attorneys' fees,
where such payment is contrary to law or public policy.

                  We have not been requested to express, and with your knowledge
and consent, do not render any opinion as to the applicability to the
obligations of the Company under the Indenture and the Notes of Section 548 of
the United States Bankruptcy Code or applicable state law (including, without
limitation, Article 10 of the New York Debtor and Creditor Law) relating to
fraudulent transfers and obligations.

                  With your consent, we have assumed for purposes of this
opinion that (i) each of the parties to the Indenture and the Notes
(collectively the "OPERATIVE DOCUMENTS") (a) is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; (b) has
the requisite power and authority to execute and deliver and to perform its
obligations under each of the Operative Documents to which it is a party; and
(c) has duly authorized, executed and delivered each such Operative Document;
(ii) with respect to each of the parties to the Operative Documents (other than
the Company with respect to the Notes), each Operative Document to which it is a
party constitutes its legally valid and binding agreement, enforceable against
it in accordance with its terms; and (iii) the Trustee is in compliance,
generally and with respect to acting as trustee under the Indenture, with all
applicable laws and regulations.




                  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 "Validity of the Securities."



                                                        Very truly yours


                                                        /s/ Latham & Watkins LLP