
                             McDERMOTT, WILL & EMERY
                           227 West Monroe, Suite 3100
                          Chicago, Illinois 60606-5096



                                                                    Exhibit 5


                                  September 24, 1996


Allegiance Corporation
1450 Waukegan Road
McGaw Park, Illinois  60085

     Re:  16,033,000 Shares of Common Stock ($1.00 par value
          per share) including Series A Junior Participating
          Preferred Stock Purchase Rights for Allegiance
          Corporation 1996 Incentive Compensation Program,
          Allegiance Corporation Retirement Plan, Allegiance
          Corporation Employee Stock Purchase Plan and Allegiance
          Corporation 1996 Outside Director Incentive Compensation
          Plan (the "Plans")                                      

Gentlemen:

     We have acted as counsel for Allegiance Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 16,033,000 shares of the Company's Common
Stock, $1.00 par value per share (the "Common Stock"), which may be purchased
pursuant to the Plans and 16,033,000 Series A Junior Participating Preferred
Stock Purchase Rights which currently are attached to, and trade with, the
Common Stock.

     We have examined or considered:

          1.  A copy of the Company's Amended and Restated Certificate of
     Incorporation.

          2.  The Amended and Restated Bylaws of the Company.

          3.  Telephonic confirmation of the Secretary of State of Delaware, as
     of a recent date, as to the good standing of the Company in that state.

          4.  A copy of resolutions duly adopted by the Board of Directors of
     the Company relating to each of the Plans.

          5.  A copy of each of the Plans, as amended to date.

     In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.

     Based on the foregoing, we are of the opinion that:

          (a)  The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware. 

          (b)  All legal and corporate proceedings necessary for the
     authorization, issuance and delivery of the shares of Common Stock under
     the Plans have been duly taken, and the Common Stock, upon acquisition
     pursuant to the terms of the Plans, and the related Series A Junior
     Participating Preferred Stock Purchase Rights, will be duly authorized,
     legally and validly issued, fully paid and nonassessable.

          (c)  The Allegiance Corporation Retirement Plan complies with the
     provisions of the Employee Retirement Income Security Act of 1974, as
     amended.

     We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.

                                  Very truly yours,


                                  McDermott, Will & Emery



LMK:cm


