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Exhibit 5.1
June 26, 2000
Photoelectron Corporation
5 Forbes Road
Lexington, MA 02421
Ladies and Gentlemen:
This opinion is furnished to you in connection with the registration
statement on Form S-8 (the "Registration Statement") being filed on the date
hereof with the Securities and Exchange Commission for the registration of
775,000 shares (the "Shares") of Common Stock, $.01 par value, of Photoelectron
Corporation, a Massachusetts corporation (the "Company"). We understand that the
Shares will be issued and sold to certain employees or directors of the Company
or other persons upon exercise of options granted pursuant to the Company's 1996
Equity Incentive Plan (as amended, the "Plan").
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 which may be issued and sold pursuant to the Plan, upon
the exercise or conversion of stock options granted thereunder, have been duly
authorized and, when issued and sold in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Goulston & Storrs, P.C.
TBB/LJF
