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EXHIBIT 5.1
OPINION OF COUNSEL
HUTCHINS, WHEELER AND DITTMAR,
A PROFESSIONAL CORPORATION
101 FEDERAL STREET
BOSTON, MA 02110
October 12, 2000
Bruker Daltonics Inc.
15 Fortune Drive
Billerica, MA 01821
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Bruker Daltonics Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") on or about
October 12, 2000 in connection with the registration under the Securities Act of
1933, as amended, of 2,188,000 shares of the Company's Common Stock reserved for
issuance under the 2000 Stock Option Plan (the "Plan"). As the Company's legal
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by the Company
in connection with the sale and issuance of the foregoing shares under the Plan
(collectively, the "Shares").
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares, when
issued and sold in the manner described in the Registration Statement, will be
legally and validly issued, fully paid and non-assessable, and no personal
liability will attach thereto.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
HUTCHINS, WHEELER & DITTMAR,
A Professional Corporation
