Exhibit 8.1

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, 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, between the Company and Wells Fargo
Bank Minnesota, National Association, as trustee.


                  We are opining as to the effect on the subject transaction
only of the federal income tax laws of the United States, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
other federal laws, the laws of any state or any other jurisdiction or as to any
other matters of municipal law or the laws of any local agencies within any
state. Our opinion is not binding upon the Internal Revenue Service or the
courts. Furthermore, no assurance can be given that future legislation, judicial
or administrative changes, on either a prospective or retroactive basis, would
not adversely affect the accuracy of the conclusions stated in the following
paragraph.

                  Based on the facts and assumptions and subject to the
limitations set forth in the Registration Statement, the statements under the
caption "Material United States Federal Income Tax Considerations" in the
Registration Statement, insofar as they purport to summarize certain provisions
of the statutes or regulations referred to therein, are accurate summaries in
all material respects.


                  No opinion is expressed as to any matter not discussed herein.


                  This opinion is rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the




Internal Revenue Service and the courts having jurisdiction over such matters,
all of which are subject to change either prospectively or retroactively. Also,
any variation or difference in the facts from those set forth in the
Registration Statement may affect the conclusions stated herein.

                  This opinion is furnished to you, and is for your use in
connection with the transactions set forth in the Registration Statement upon
the understanding that we are not hereby assuming professional responsibility to
any other person whatsoever. This opinion may not be relied upon by you for any
other purpose or relied upon by any other person, firm or corporation, for any
purpose, without our prior written consent in each instance, except that this
opinion may be relied upon by persons entitled to rely on it pursuant to
applicable provisions of federal securities law. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the use of
our name under the caption "Validity of the Securities" in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the SEC promulgated
thereunder.




                                                     Very truly yours,



                                                     /s/ Latham & Watkins LLP