EXHIBIT 5

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

                                 January 9, 1997



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

        Re:  Registration Statement on Form S-8 Relating to 250,000 
             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
        250,000 shares of the Company's Common Stock, $1.00 par value per
        share (the "Shares").

             I or a member of my legal 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
        legal 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 issuance and sale of the Shares as contemplated in
        the Registration Statement have been duly authorized by the
        Company.

             2.   The Shares, when issued and sold in accordance with the
        provisions of the Coleman Research Corporation 401(k)-Employee
        Stock Option Plan will be validly issued, fully paid and
        nonassessable.
PAGE






             I hereby consent to the filing of this opinion as Exhibit 5
        to the Registration Statement.

                                           Very truly yours,




                                           Seth H. Hoogasian
                                           General Counsel


SHH/cfb