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

                                                                August 18, 2000

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 810,000  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 August 18, 2000 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. 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,



                                              PITNEY, HARDIN, KIPP & SZUCH LLP