PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
August 18, 2000
Base Ten Systems, Inc.
One Electronics Drive
Trenton, New Jersey 08619
We have acted as counsel to Base Ten Systems, Inc. (the "Company") in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Act") of 810,000 shares of Class A Common Stock of the
Company (the "Shares").
We have examined the Registration Statement on Form S-3 (the
"Registration Statement"), dated August 18, 2000 to be filed by the Company with
the Securities and Exchange Commission in connection with the registration of
the Shares.
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Restated Certificate of Incorporation and
By-Laws of the Company, as currently in effect, and relevant resolutions of the
Board of Directors of the Company; and we have examined such other documents as
we deemed necessary in order to express the opinion hereinafter set forth. In
our examination of such documents and records, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and conformity with the originals of all documents submitted to us as
copies.
Based on the foregoing, it is our opinion that when, as and if the
Registration Statement shall have become effective pursuant to the provisions of
the Act, and the Shares shall have been duly issued and delivered in the manner
contemplated by the Registration Statement, including the Prospectus therein,
the Shares will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the State of New
Jersey, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
VERY TRULY YOURS,
PITNEY, HARDIN, KIPP & SZUCH LLP
