EXHIBIT 5.1

PITNEY, HARDIN, KIPP & SZUCH
MAIL P.O. BOX 1945
MORRISTOWN, NEW JERSEY  07962-1945

January 30, 1997
Base Ten Systems, Inc.
One Electronics Drive
Trenton, New Jersey  08619

We have acted as counsel to Base Ten Systems, Inc. (the "Company") in 
connection with the registration by the Company under the Securities Act of 
1933, as amended (the "Act") of 754,000 shares of Class A Common Stock of the 
Company (the "Shares") pursuant to the Company's Amended Discretionary 
Deferred Compensation Plan (the "Plan"), the 1995 Incentive Stock Option Plan 
(the "Incentive Plan") and the Base Ten Stock Option Plan (the "Option 
Plan").

We have examined the Registration Statement on Form S-8 (the "Registration 
Statement"), dated February 14, 1997 to be filed by the Company with the 
Securities and Exchange Commission in connection with the registration of the 
Shares.

We have also examined originals, or copies certified or otherwise identified 
to our satisfaction, of the Restated Certificate of Incorporation and By-Laws 
of the Company, as currently in effect, and relevant resolutions of the Board 
of Directors of the Company; and we have examined such other documents as we 
deemed necessary in order to express the opinion hereinafter set forth.  In 
our examination of such documents and records, we have assumed the 
genuineness of all signatures, the authenticity of all documents submitted to 
us as originals, and conformity with the originals of all documents submitted 
to us as copies.

Based on the foregoing, it is our opinion that when, as and if the 
Registration Statement shall have become effective pursuant to the provisions 
of the Act and the amendments to the Discretionary Plan have been approved by 
the Shareholders of the Company at the 1997 Annual Meeting, and the Shares 
shall have been duly issued and delivered in the manner contemplated by the 
Registration Statement and the Discretionary Plan, the Incentive Plan, and 
the Option Plan for the consideration determined in accordance with the 
Discretionary Plan and the Incentive Plan, respectfully. The Shares will be 
legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the laws of the State of New Jersey, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction.

We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.


Very truly yours,

/s/ PITNEY, HARDIN, KIPP & SZUCH
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Pitney, Hardin, Kipp & Szuch