PITNEY, HARDIN, KIPP & SZUCH
                                    (MAIL TO)
                                  P.O. BOX 1945
                        MORRISTOWN, NEW JERSEY 07962-1945
                                     ------
                                  (DELIVERY TO)
                                200 CAMPUS DRIVE
                       FLORHAM PARK, NEW JERSEY 07932-0950
                                 (973) 966-6300
                            FACSIMILE (973) 966-1550



                                                                   July 24, 1998
Base Ten Systems, Inc.
One Electronics Drive
Trenton, New Jersey 08619

         Re:      Registration Statement on Form S-8
                  1998 Stock Option and Stock Award Plan

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Base Ten Systems, Inc. (the "Company")
with the Securities and Exchange  Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 1,720,000 shares of
Class A Common Stock of the  Company,  $1.00 par value (the  "Shares")  issuable
pursuant to awards granted under the 1998 Stock Option and Stock Award Plan (the
"Plan").

         We have also  examined  originals,  or copies  certified  or  otherwise
identified to our  satisfaction,  of the Plan, the 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,  we  are  of  the  opinion  that,  when  the
Registration  Statement has become effective under the Act, and the Shares shall
have been duly issued in the manner  contemplated by the Registration  Statement
and the Plan, the Shares will be legally issued, fully paid and non-assessable.

         The  foregoing  opinion is limited  to the  federal  laws of the United
States and 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  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