EXHIBIT 5



                                                      December 21, 2001

Apogent Technologies Inc.
48 Congress Street
Portsmouth, NH  03801

     RE:  REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have acted as counsel to Apogent Technologies Inc., a Wisconsin
corporation, (the "Company"), and the Guarantors (as defined below) in
connection with the preparation of the Registration Statement on Form S-3 (the
"Registration Statement") being filed by the Company and the Guarantors with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), to register for sale by the holders named
or to be named in the prospectus relating to the Registration Statement, as the
same may be amended or supplemented from time to time (the "Selling Holders"),
up to $300,000,000 aggregate principal amount of the Company's 2.25% Senior
Convertible Contingent Debt Securities ("CODES") due 2021 and the shares of
Common Stock, par value $0.01 per share, of the Company (together with the
associated preferred stock purchase rights issued pursuant to the Company's
Rights Agreement, the "Shares") into which the CODES may be converted.

     The CODES were issued pursuant to an Indenture dated as of October 10, 2001
by and among the Company, the Guarantors parties thereto (the "Guarantors"), as
amended from time to time, and The Bank of New York, as Trustee (the
"Indenture").  The CODES were issued and sold on October 10, 2001 to Lehman
Brothers Inc., Credit Suisse First Boston Corporation, Banc of America
Securities LLC, ABN AMRO Rothschild LLC and UBS Warburg LLC, the initial
purchasers thereof (the "Initial Purchasers"), without registration under the
Act, and the CODES were offered and sold by the Initial Purchasers to qualified
institutional buyers in reliance on Rule 144A under the Act.  In connection with
the original offer and sale of the CODES, the Company entered into a Resale
Registration Rights Agreement dated as of October 10, 2001 with the Initial
Purchasers (the "Registration Rights Agreement"), providing for the registration
of the CODES and the Shares for resale by the Selling Holders.  The Registration
Statement is being filed pursuant to the Registration Rights Agreement.

     We have examined (i) the Registration Statement; (ii) the Company's
Articles of Incorporation and Bylaws, as amended to date; (iii) the Indenture;
(iv) the Registration Rights Agreement; (v) the offering circular and the
purchase agreement relating to the original issuance


and sale of the CODES; (vi) certificates of public officials and of officers and
representatives of the Company, the Guarantors, and the Trustee; (vii) corporate
proceedings of the Company and the Guarantors relating to the Registration
Statement, the Registration Rights Agreement, the Indenture and the transactions
contemplated thereby; and (viii) such other documents and such matters of law as
we have deemed necessary in order to render this opinion.

     On the basis of and subject to the foregoing, we advise you that, in our
opinion:

1.        The Company is a corporation duly incorporated and validly existing
     under the laws of the State of Wisconsin.

2.        The CODES and the Guarantees have been duly authorized and issued and
     constitute valid and binding obligations of the Company and the Guarantors,
     respectively, subject to (a) bankruptcy, insolvency, reorganization,
     fraudulent transfer, moratorium and other similar laws now or hereafter in
     effect relating to or affecting creditors' rights generally, (b) general
     principles of equity (regardless of whether considered in a proceeding at
     law or in equity) and (c) the qualification that the remedy of specific
     performance and injunctive or other forms of equitable relief may be
     subject to equitable defenses and to the discretion of the court before
     which any proceeding may be brought.

3.        The Shares which may from time to time be issued upon conversion of
     the CODES, when issued in accordance with the provisions of the CODES and
     the Indenture, will be validly issued, fully paid and nonassessable,
     subject to the personal liability which may be imposed on shareholders by
     Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as
     judicially interpreted, for debts owing to employees for services
     performed, but not exceeding six months service in any one case.

     The opinions set forth herein are subject to the following qualifications,
which are in addition to any other qualification contained herein: (i) we have
assumed without verification the genuiness of all signatures on all documents,
the authority of the parties (other than the Company) executing such documents,
the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies;
and; (ii) the opinions set forth herein are based on existing laws, regulations,
and judicial and administrative decisions as they presently have been
interpreted and we can give no assurance that our opinions would not be
different after any change in the foregoing occurring after the date hereof.


     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus constituting a part thereof.  In giving our consent, we do not
admit that we are "experts" within the meaning of Section 11 of the Act, or that
we come within the category of persons whose consent is required by Section 7 of
the Act or the rules and regulations of the Commission thereunder.

                                                 Very truly yours,



                                                 QUARLES & BRADY LLP