EXHIBIT 5


                                           October 16, 1996

        Securities and Exchange Commission
        450 Fifth Street, N.W.
        Judiciary Plaza
        Washington, D.C.  02549

        Re:  Registration Statement on Form S-8 Relating to 150,000 
             Shares of the Common Stock, $1.00 par value, of Thermo
             Electron Corporation

        Ladies and Gentlemen:

             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 (the "Act"), on Form S-8 (the "Registration
        Statement"), of 150,000 shares of the Company's Common Stock,
        $1.00 par value per share (the "Shares"), issuable under the
        SensorMedics Corporation 1984 Stock Option Plan (the "Plan").
        SensorMedics Corporation is a wholly owned subsidiary of the
        Company.

             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.

             I have not made an independent review of the laws of any
        state or jurisdiction other than the Commonwealth of
        Massachusetts, the General Corporation Law of the State of
        Delaware and the federal securities laws of the United States of
        America.  Accordingly, I express no opinion as to the laws of any
        state or jurisdiction other than the laws of the Commonwealth of
        Massachusetts, the General Corporation Law of the State of
        Delaware and the federal securities laws of the United States of
        America.

             Based upon and subject to the foregoing, I am of the opinion
        that the Shares issuable under the Plan have been duly authorized
        and, when issued upon receipt of consideration therefor and in
        accordance with the terms and conditions of the Plan, will be
        validly issued, fully paid and non-assessable.
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             Pursuant to the requirements of the Act, I hereby consent to
        the filing of this opinion with the Securities and Exchange
        Commission in connection with the Registration Statement.

                                             Very truly yours,

                                            
                                             Seth H. Hoogasian
                                             General Counsel













































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