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Exhibit 5.1
October 6, 2000
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
Re: S-3 Registration Statement
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Ladies and Gentlemen:
We are counsel to Teradyne, Inc., a Massachusetts corporation (the
"Company"), and have represented the Company in connection with the preparation
and filing of the Company's Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the sale to the public of up to an aggregate of 1,841,162 outstanding shares of
the Company's Common Stock, $.125 par value per share (the "Shares"), being sold
by certain stockholders of the Company.
We have reviewed the corporate proceedings taken by the Board of Directors
of the Company with respect to the authorization and issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's officers all questions of fact that
we have deemed necessary or appropriate.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are validly issued, fully paid and non-assessable.
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/ Testa, Hurwitz & Thibeault, LLP
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TESTA, HURWITZ & THIBEAULT, LLP
