Exhibit 5.3
Warner Norcross + Judd LLP
Attorneys at Law
150 Ottawa Avenue, N.W.
Suite 1500
Grand Rapids, Michigan 49503
September 11, 2024
Stryker Corporation
1941 Stryker Way
Portage, Michigan 49002
| | Re: | Issuance of 3.375% Euro-denominated Notes due 2032 |
Issuance of 3.625% Euro-denominated Notes due 2034
Ladies and Gentlemen:
Stryker Corporation, a Michigan corporation (the “Company”), has requested that we furnish this opinion in connection with the issuance of two series of notes consisting of €1,400,000,000 aggregate principal amount of the Company’s 3.375% Notes due 2032 and 3.625% Notes due 2034 (collectively, the “Notes”). The Notes will be issued under an indenture, dated as of January 15, 2010 (the “Base Indenture”), between the Company and U.S. Bank National Association, a nationally chartered banking association, as trustee, as supplemented by the Twenty-Eighth Supplemental Indenture and the Twenty-Ninth Supplemental Indenture, both dated as of September 11, 2024 (the “Supplemental Indentures,” and together with the Base Indenture, the “Indenture”). The Notes will be issued and sold pursuant to an Underwriting Agreement dated as of September 4, 2024 (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Limited, Goldman Sachs & Co. LLC, Barclays Bank PLC, BNP Paribas and Merrill Lynch International, acting as representatives of the several underwriters named in Schedule A to the Underwriting Agreement.
In arriving at the opinions expressed below, we have examined and relied on the Underwriting Agreement, the Indenture, and Certificates evidencing the Notes. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of such records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies (including EDGAR documents) and the authenticity of the originals of such documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, of such documents and that (except to the extent we have opined on such matters below) such documents constitute or will constitute valid and binding obligations of the parties thereto.
