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                                                                      Exhibit 26

                      [Letterhead of the Court of Chancery
                           of the State of Delaware]


                                December 6, 1994


Norman M. Monhait
Rosenthal, Monhait, Gross & Goddess, P.A.
P.O. Box 1070
Wilmington, DE 19899-1070

Thomas R. Hunt, Jr.
Morris, Nichols, Arsht & Tunnell
P.O. Box 1347
Wilmington, DE 19899-1347


   Re:        Steiner v. Puritan-Bennett
              C.A. No. 13790-NC

Counsel:

    On October 6, 1994, Puritan-Bennett Corporation ("Puritan") announced Thermo
Electron Corporation ("Thermo Electron"), not a party to this suit, offered to
buy Puritan in an all-cash transaction at $21 a share.  Puritan's stock had
been trading in a range of $15-18 per share.  On October 11, 1994, the Puritan
board unanimously rejected Thermo Electron's opening bid.  On October 13, 1994,
Thermo Electron raised its bid to $24 per share.  On October 19, 1994, Puritan
requested Thermo Electron send any additional terms to its CEO "in writing for
presentation to the Board . . ." [and] "in addition to amplify[ing] or
clarify[ing] the proposal" if desired by contacting Puritan's financial
advisor.  Thermo Electron did neither.  On October 24, 1994, Thermo Electron
launched a tender offer at $24.50 per share for all the outstanding stock of
Puritan subject to removal of alleged impediments in anti-takeover provisions
in Puritan's articles of incorporation and removal of certain conditions in the
Puritan Shareholders Rights Plan.  The original offer expired, by its terms, on
November 22, 1994.  On November 7, 1994, the Puritan board, in reliance, in

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Steiner v. Puritan-Bennett
December 6, 1994
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part, on the opinion of its investment banker, recommended to its shareholders
that they not accept the tender offer, which the board stated was at a grossly
inadequate price.

    On or about November 8, 1994, Puritan's board disclosed that its independent
financial advisor's fee arrangement included a provision calling for it to
receive a fee equal to 1-2% of the value of Puritan's assets if a change in
control occurred.  This fee is alleged to be an illegitimate impediment to any
change in control.  Other acts claimed by plaintiff to constitute violations of
duty involve executive compensation that plaintiffs allege make it "even more
expensive to acquire the company."

    By November 22, 1994, 67.3% of Puritan shareholders had tendered their 
shares to Thermo Electron.  Thermo Electron extended the offer to 
November 28, 1994 and then again to December 8, 1994, the current closing date.

    On November 28, 1994, plaintiffs requested expedited discovery and a
preliminary injunctive hearing asserting defendants: (a) "refuse to meet with
Thermo Electron to fulfill their duties to be fully informed; and (b) continue
to retain the poison pill and executive compensation agreements to the
detriment of the shareholders."  It is contended shareholders will suffer
irreparable injury allegedly because their opportunity to sell their shares
"may be" irrevocably lost as a result of a possible Thermo Electron decision to
abandon its tender offer.

    For the reasons briefly set forth I will decline to order expedited
adjudication of this matter at this time.

    All parties concede no one could prepare for a preliminary injunction 
hearing by December 8, 1994, the first operative date any event of immediate
consequence may occur.  No one knows with certainty whether or not the offer
will be extended beyond that date.  Nonetheless, I am asked to proceed now on
the assumption that Thermo Electron will extend its offer on December 8.  Thus,
the immediate question presented is whether plaintiffs have shown a sufficient
possibility of a threatened irreparable injury that would justify imposing
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Steiner v. Puritan-Bennett
December 6, 1994
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on the defendants and the public the substantial costs and disruption of an
expedited preliminary injunction proceeding.

    A plaintiff seeking a preliminary injunction must demonstrate, minimally,
that absent the injunction, serious irreparable harm will occur.

    I note first that should Thermo Electron withdraw its offer in the face of
the contingencies, an action for damages may be an appropriate remedy if a
wrong by the board has occurred.

    Moreover, on the facts of the case as they appear, no justification would
seem to exist for scheduling a preliminary injunction hearing in anticipation
of an event that may or may not occur.  Expedited discovery and a hearing for
preliminary injunctive relief should be ordered only when the prospect of
imminent irreparable injury is not speculative.  See Giammargo v. Snapple
Beverage Corp., Del. Ch., C.A. No. 13845, Allen, C. (Nov. 15, 1994) Letter Op.
at 6; see also Stroud v. Milliken Enters., Inc., Del. Supr., 552 A.2d 476, 480
(1989).  Given the fact that before any judicial action could now occur this
matter may be mooted by a closing of the tender offer, the threat plaintiff now
presents is too speculative to warrant intervention at this time.  Therefore
the motion will be denied.

    IT IS SO ORDERED.

                                              /s/ Myron T. Steele
                                              ---------------------------------
                                              Vice-Chancellor

MTS/rm

cc:       Register in Chancery (NC)
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