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Exhibit 5.1
August 22, 2000
Photoelectron Corporation
5 Forbes Road
Lexington, MA 02421
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement
on Form S-3 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 2,926,126 shares of Common Stock, $.01 par value (the
"Shares"), of Photoelectron Corporation, a Massachusetts corporation (the
"Company"). The Shares are to be sold by certain selling stockholders of the
Company.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon we are of the
opinion that the Shares to be offered by the Selling Stockholders are duly
authorized, were validly issued, and are nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Goulston & Storrs, P.C.
