EXHIBIT 5.1 __________, 1996 Suburban Ostomy Supply Co., Inc. 75 October Hill Road Holliston, MA 01746 Gentlemen: We have acted as counsel to Suburban Ostomy Supply Co., Inc., a Massachusetts corporation (the "Company"), in connection with proceedings being taken to register under the Securities Act of 1933, as amended, up to 4,312,500 shares of the Company's Common Stock, no par value per share (the "Common Stock") pursuant to a Registration Statement on Form S-1 (File No. 333-____) (the "Registration Statement") which includes 562,500 shares which may be sold upon exercise of the underwriters' over-allotment option described in the Registration Statement. As such counsel, we have examined (i) certain corporate records of the Company, including its Restated Articles of Organization, as amended (the "Restated Articles"), its Amended and Restated Bylaws, stock records and Minutes of Meetings of its Stockholders and Board of Directors; (ii) a Certificate of the Secretary of the Commonwealth of Massachusetts as to the legal existence of the Company; and (iii) such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. For purposes of rendering this opinion, we have assumed that the Restated Articles of the Company in the form filed as an Exhibit to the Registration Statement will be filed with the Secretary of the Commonwealth of Massachusetts prior to the issuance and sale of its Common Stock under the circumstances contemplated in the Registration Statement. Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the Commonwealth of Massachusetts. Suburban Ostomy Supply Co., Inc. _______________, 1996 Page 2 2. The Company, as of the effective date of the Restated Articles, will be authorized to issue 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, par value $.01 per share. 3. When issued and sold under the circumstances contemplated in the Registration Statement, the 4,312,500 shares of Common Stock offered by the Company will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, HUTCHINS, WHEELER & DITTMAR, A Professional Corporation