Exhibit 5.1
[Choate, Hall & Stewart LLP Letterhead]
June 4, 2009
Teradyne, Inc.
600 Riverpark Drive
North Reading, Massachusetts 01864
| Re: | Registration Statement on Form S-8 Filed June 4, 2009 Relating to the Teradyne, Inc. 1996 Employee Stock Purchase Plan and the Teradyne, Inc. 2006 Equity and Cash CompensationIncentive Plan |
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8 (the “Registration Statement”) filed by Teradyne, Inc. (the “Company”) on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 15,000,000 shares of common stock, par value $.125 per share, of the Company (the “Shares”) issuable pursuant to the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan and the Teradyne, Inc. 1996 Employee Stock Purchase Plan (collectively, the “Plans”).
We are counsel to the Company and have examined original or certified copies of the Company’s Restated Articles of Organization, as amended, the Company’s Amended and Restated Bylaws, and such other certificates, documents, records and materials as we have deemed necessary in connection with this opinion letter. We have relied, without independent investigation, upon a certificate of an officer of the Company with respect to certain factual matters relevant to this opinion letter.
We are members only of the Bar of The Commonwealth of Massachusetts and are not experts in, and express no opinion regarding, the laws of any jurisdictions other than The Commonwealth of Massachusetts and the federal securities laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares proposed to be issued by the Company pursuant to the Plans will be, upon receipt of the consideration for which the Board of Directors of the Company has authorized the issuance of such Shares thereunder, validly issued, fully paid and nonassessable after issuance of such Shares in accordance with the terms of the Plans.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Choate, Hall & Stewart LLP
CHOATE, HALL & STEWART LLP
