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                                        September 30, 1996



Allegiance Corporation
1430 Waukegan Road
McGaw Park, Illinois 60085

     Re:  Registration of Debt Securities on Form S-1
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Ladies and Gentlemen:

     We have acted as special counsel to Allegiance Corporation, a Delaware 
corporation (the "Company"), in connection with the preparation of (i) a 
proposed Indenture (the "Indenture") between the Company and PNC Bank, 
Kentucky, Inc., as Trustee (the "Trustee"), under which the Company may issue 
debt securities in one or more series, and (ii) the Registration Statement on 
Form S-1 of the Company relating to $600,000,000 aggregate principal amount 
of debt securities (the "Securities") which was filed with the Securities and 
Exchange Commission (the "Commission") on or about the date hereof (the 
"Registration Statement").

     We have reviewed resolutions adopted on September 16, 1996 by the 
Company's Board of Directors which authorize and approve the issuance of the 
Securities in one or more series with such terms and in such manner as may be 
determined by certain officers and other designated persons ("Authorized 
Officers") and which empower the Authorized Officers, among other things, (i) 
to approve and authorize the form, terms, execution and delivery of the 
Indenture and (ii) to file the Registration Statement.  Such resolutions are 
referred to herein as "Board Resolutions."  The actions which the Authorized 
Officers must hereafter take in accordance with the Board Resolutions and 
Article Three of the Indenture in order to establish the terms and manner of 
issuance of any series of the Securities are referred to herein as "Officers' 
Certifications."  We have reviewed such other records and documents as we 
have deemed necessary in order to enable us to express the opinion stated 
herein.  In rendering such opinion we have assumed that the Indenture in the 
form in which it is executed and delivered will not contain any material 
change from the proposed form of
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Indenture originally filed as an exhibit to the Registration
Statement.

     On the basis of the foregoing, it is our opinion that, with respect to 
the Securities of any series, when (a) the Registration Statement has become 
effective pursuant to the provisions of the Securities Act of 1933, as 
amended, (b) the Indenture has been duly executed and delivered by the 
parties thereto, (c) the terms of such Securities have been established as 
prescribed in accordance with Article Three of the Indenture and the Board 
Resolutions by appropriate Officers' Certifications of the Authorized 
Officers, (e) such Securities have been duly executed by the Company, 
authenticated by the Trustee and sold by the Company, and (f) the Company has 
received the prescribed consideration for the issuance of such Securities, 
all in accordance with terms and conditions of the Indenture, the Board 
Resolutions and the Officers' Certifications and in the manner contemplated 
by the Registration Statement, such  Securities will have been legally issued 
and will be binding obligations of the Company except as may be limited by 
bankruptcy, insolvency, reorganization and other laws of general 
applicability relating to or affecting creditors' rights or the effect of 
general equity principles.

     The foregoing opinion shall also be applicable to a subsequent 
registration statement hereafter filed under Commission Rule 462(b) solely to 
increase the aggregate principal amount of securities being offered by not 
more than $100,000,000.

     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 Securities" in the Prospectus.  In giving this opinion, we do not thereby 
admit that we come within the category of persons whose consent is required 
under Section 7 of the Securities Act of 1933, as amended, or the rules and 
regulations of the Commission thereunder.

                                        Very truly yours,



                                        McDermott, Will & Emery

