EXHIBIT 5.1




                                                                  (212) 836-8000

                                    September 4, 1997



Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803

Ladies and Gentlemen:

         We have acted as special counsel to Veeco Instruments Inc., a 
Delaware corporation (the "Company"), in connection with the Company's 
registration statement on Form S-8 (the "Registration Statement") to be filed 
pursuant to the Securities Act of 1933, as amended.  The Registration 
Statement relates to an aggregate of 665,000 shares of the Company's common 
stock, par value $.01 per share (the "Common Stock"), 600,000 of which may be 
issued upon the exercise of stock options to be granted pursuant to the 
Company's Amended and Restated 1992 Employees' Stock Option Plan, as amended 
to date, and 65,000 of which may be issued upon the exercise of stock options 
granted pursuant to the Company's Amended and Restated 1994 Stock Option Plan 
for Outside Directors, as amended to date (collectively, the "Option Plans").

         In that connection, we have reviewed the Company's certificate of 
incorporation as amended, its by-laws, resolutions adopted by its Board of 
Directors and its stockholders, the Registration Statement, the Option Plans 
and such other documents and proceedings as we have deemed appropriate.

         On the basis of such review, and having regard to legal 
considerations that we deem relevant, we are of the opinion that the shares 
of Common Stock to be offered pursuant to the Registration Statement have 
been duly authorized and, when issued in accordance with the terms set forth 
in the Option Plans, will be validly issued, fully paid and nonassessable.

         Our opinion set forth above is based as to matters of law solely on 
applicable provisions of the General Corporation Law of the State of 
Delaware, and we express no opinions as to any other laws, statutes, 
ordinances, rules or regulations.



Veeco Instruments Inc.                 2                     September 4, 1997


         We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.  In giving this opinion, we do not thereby admit that 
we are 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.
    

                                  Very truly yours,


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