EXHIBIT 5
 
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 310,000 shares of Class A Common Stock of the
Company (the Shares).
 
We have examined the Registration Statement on Form S-3 (the Registration
Statement), dated January 30, 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 Shares shall have been duly issued and delivered in the 
manner contemplated by the Registration Statement, including the Prospectus 
therein, 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 and to the reference to this firm under the heading 
Legal Opinion in the Prospectus. 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