EXHIBIT 8.1

              [Kaye, Scholer, Fierman, Hays & Handler, LLP Letterhead]

                                 April 3, 2000

Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803

    Re:  Merger among Veeco Instruments Inc., Veeco Acquisition Corp. and CVC
Inc.

Ladies and Gentlemen:

    We are acting as counsel for Veeco Instruments Inc., a corporation organized
under the laws of Delaware ("Veeco"), in connection with the preparation and
execution of the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of February 29, 2000, by and among Veeco, Veeco Acquisition Corp., a newly
formed corporation organized under the laws of Delaware and a wholly-owned
subsidiary of Veeco ("Acquisition"), and CVC, Inc., a corporation organized
under the laws of Delaware ("CVC"). Unless otherwise defined, capitalized terms
referred to herein have the meanings set forth in the Merger Agreement. All
section references, unless otherwise indicated, are to the Internal Revenue Code
of 1986, as amended (the "Code").

    In this capacity, we have participated in the preparation of a registration
statement on Form S-4 filed pursuant to the Securities Act of 1933, including
the joint proxy statement/prospectus of Veeco and CVC, dated April 3, 2000 (the
"Proxy Statement").

    Pursuant to the Merger Agreement, Acquisition will merge with and into CVC
(the "Merger"), the separate corporate existence of Acquisition will cease and
CVC will continue as the surviving corporation and as a wholly-owned subsidiary
of Veeco. Upon the consummation of the Merger, each issued and outstanding share
of CVC shall be converted into the right to receive 0.43 Veeco Shares.
Fractional Veeco Shares will not be issued to the stockholders of CVC. Instead,
Veeco will pay each CVC stockholder who would otherwise be entitled to a
fractional Veeco Share an amount of cash (rounded to the nearest whole cent)
equal to the product of (i) such fraction, multiplied by (ii) the Closing Price
Per Share.

    You have requested our opinion regarding certain U.S. federal income tax
consequences of the Merger. This opinion is being delivered to you in response
to such request and pursuant to Section 5.10(b) of the Merger Agreement.

    We understand that the Board of Directors of Veeco believes that the Merger
is consistent with Veeco's objectives and strategies to gain access to new
markets, technologies and products in order to maintain its competitive position
and that the Merger will create a stronger company, both from a financial and an
operational viewpoint. In particular, the Board of Directors of Veeco believes
that the addition of CVC's complementary product lines, process technology
skills, manufacturing capabilities, engineering, research and development
programs, and marketing and management personnel will allow the combined company
to expand its product offerings and strengthen its position in the industry
served.

    In delivering this opinion, we have reviewed and relied upon the facts,
statements, descriptions and representations set forth in the Merger Agreement
(including the Schedules and Exhibits thereto), the Proxy Statement and such
other documents pertaining to the Merger as we have deemed necessary or
appropriate. We have also relied, with your consent, and consistent with Section
5.10(b) of the Merger Agreement, upon the certifications of officers of Veeco
and Acquisition and officers of CVC, respectively, dated as of April 3, 2000
(the "Officers' Tax Certificates") which have been delivered to us for purposes
of this opinion.

    In connection with rendering this opinion, we have also assumed (without any
independent investigation) that:

1.  Original documents (including signatures) are authentic, documents submitted
    to us as copies conform to the original documents, and there has been (or
    will be by the Effective Time) due execution and delivery of all documents
    where due execution and delivery are prerequisites to effectiveness thereof;

2.  Any statement made in any of the documents referred to herein as being "to
    the best of the knowledge" of any person or party, or similarly qualified,
    is correct without such qualification; and

3.  All statements, descriptions and representations contained in any of the
    documents referred to herein or otherwise made to us are true, correct and
    complete in all material respects and, as of the Effective Time of the
    Merger, will be true, correct and complete and no actions have been (or will
    be) taken which are inconsistent with such representations.

    Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, if the Merger is consummated in accordance with the Merger
Agreement and the statements set forth in the Officers' Tax Certificates are
true, correct and complete as of the date hereof and at the Effective Time,
then, for U.S. federal income tax purposes, the Merger will qualify as a
"reorganization" as described in Section 368(a) of the Code.

    This opinion represents and is based upon our best judgment regarding the
application of U.S. federal income tax laws arising under the Code, existing
judicial decisions, Treasury regulations and published rulings and procedures.
Our opinion is not binding upon the Internal Revenue Service or the courts, and
there is no assurance that the Internal Revenue Service will not successfully
assert a contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of any
new developments in the application or interpretation of the U.S. federal income
tax laws.

    This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger).

    No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of the Merger Agreement and without
waiver or breach of any material provision thereof, or if any of the
representations, warranties, statements and assumptions upon which we relied are
not true, correct and complete at all relevant times. In the event any one of
the representations, warranties, statements or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.

    We consent to the filing of this opinion as an exhibit to the Proxy
Statement and to the use of our name under the heading "THE MERGER -- Material
U.S. Federal Income Tax Consequences of the Merger" in the Proxy Statement. In
giving this consent, we do not concede that we are experts within the meaning of
the Securities Act of 1933, as amended, or the rules and regulations thereunder,
or that this consent is required by Section 7 of the Securities Act of 1933.

    Except as contemplated in the preceding paragraph, this opinion is intended
solely for the benefit of Veeco and Acquisition and may not be relied upon by
any other person.

                                          Very truly yours,

                                          /s/ Kaye, Scholer, Fierman, Hays &
                                          Handler, LLP