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                                                                     EXHIBIT 5.1



                                  April 11, 1997


Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537

         RE:      BOSTON SCIENTIFIC CORPORATION
                  1995 LONG-TERM INCENTIVE PLAN, AS AMENDED
                  1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

Gentlemen:

         This opinion is furnished in connection with the registration,
pursuant to a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Act"), to be filed with the Securities and Exchange
Commission on or about April 11, 1997 (the "Registration Statement"), of
11,000,000 shares (the "Shares") of the Common Stock, par value $.01 per share
(the "Common Stock"), of Boston Scientific Corporation, a Delaware corporation
(the "Company"), which have been or will issued pursuant to the Company's 1995
Long-Term Incentive Plan, as amended, and 1992 Employee Stock Purchase Plan, as
amended (each a "Plan" and collectively the "Plans").

         I have acted as general counsel to the Company in connection with the
foregoing registration of the Shares. I or attorneys in my office have examined
and relied upon the originals or copies, certified or otherwise identified to
our satisfaction, of such records, instruments, certificates, memoranda and
other documents as we have deemed necessary or advisable for purposes of this
opinion and have assumed, without independent inquiry, the accuracy of those
documents. In that examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by me or
by attorneys in my office as copies, the authenticity and completeness of all
original documents reviewed by me or by attorneys in my office in original or
copy form and the legal competence of each individual executing such documents.
I have further assumed that all options and shares granted or to be granted
pursuant to the Plans were or will be validly granted in accordance with the



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terms of the respective Plan and that all Shares to be issued upon exercise of
such options will be issued in accordance with such options and the respective
Plan.

Based upon the foregoing, I am of the opinion that, upon the issuance and
delivery of the Shares in accordance with the terms of such options and the
respective Plans, and as described in the Registration Statement, the Shares
will be legally issued, fully paid and non-assessable shares of the Company's
Common Stock.

         This opinion is limited solely to the Delaware General Corporation Law.

         I consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Paul W. Sandman
                                            --------------------------------

                                            Paul W. Sandman, Esquire
                                            Senior Vice President, Secretary
                                            and General Counsel