EXHIBIT 5.1





                           THERMO ELECTRON CORPORATION
                                 81 Wyman Street
                               Waltham, MA  02254

                                  April 7, 1995


        Thermo Electron Corporation
        81 Wyman Street
        Waltham, MA 02254-9046

             Re:  Registration Statement on Form S-8 Relating to 135,241 
                  Shares of the Common Stock, $1.00 par value, of Thermo 
                  Electron Corporation

        Dear Sirs:

             I am General Counsel to Thermo Electron Corporation, a
        Delaware corporation (the "Company"), and have acted as counsel
        in connection with the registration under the Securities Act of
        1933, as amended, on Form S-8 (the "Registration Statement"), of
        135,241 shares of the Company's Common Stock, $1.00 par value per
        share (the "Shares").

             I or a member of my staff have reviewed the corporate
        proceedings taken by the Company with respect to the
        authorization of the issuance of the Shares.  I or a member of my
        staff have also examined and relied upon originals or copies,
        certified or otherwise authenticated to my 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 representatives all questions of
        fact that I have deemed necessary or appropriate.

             Based upon and subject to the foregoing, I am of the opinion
        that:

             1.   The Company is a corporation duly organized, validly
        existing and in corporate good standing under the laws of the
        State of Delaware.

             2.   The issuance and sale of the Shares as contemplated in
        the Registration Statement have been duly authorized by the
        Company.


             3.   The Shares, when issued and sold in accordance with the
        provisions of the Coleman Research Corporation Non-qualified
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        Stock Option Plan will be validly issued, fully paid and
        nonassessable.

             I hereby consent to the filing of this opinion as Exhibit
        5.1 to the Registration Statement.

                                           Very truly yours,



                                           Seth H. Hoogasian
                                           General Counsel

        SHH/mj