EXHIBIT 5.1


                         [LATHAM & WATKINS LETTERHEAD]

                                October 28, 2002

Beckman Coulter, Inc.
4300 N. Harbor Blvd.
Fullerton, California 92834

        Re:     $500,000,000 Aggregate Offering Price of Debt Securities,
                Preferred Stock, Depositary Shares, Common Stock and/or Warrants
                of Beckman Coulter, Inc.


Ladies and Gentlemen:

        In connection with the registration of $500,000,000 aggregate offering
price of (i) one or more series of senior or subordinated debt securities (the
"Debt Securities"), (ii) shares of one or more series of preferred stock, par
value $.10 per share (the "Preferred Stock"), (iii) shares of Preferred Stock
represented by depositary shares (the "Depositary Shares"), (iv) shares of
common stock, par value $.10 per share (the "Common Stock") or (v) warrants to
purchase Debt Securities, Preferred Stock, Depositary Shares or Common Stock
(the "Warrants"), by Beckman Coulter, Inc., a Delaware corporation (the
"Company"), and guarantees of Debt Securities (the "Guarantees") by Coulter
Corporation and Hybritech Incorporated (the "Guarantors"), under the Securities
Act of 1933, as amended (the "Securities Act"), on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission"), you have requested our opinion with respect to the matters set
forth below.

        You have provided us with a draft of the Registration Statement in the
form in which it will be filed, which includes the prospectus (the
"Prospectus"). The Prospectus provides that it will be supplemented in the
future by one or more supplements to the Prospectus (each a "Prospectus
Supplement").

        The Debt Securities, Preferred Stock, Depositary Shares, Common Stock
and Warrants are collectively referred to as the "Securities." The Debt
Securities will be issued pursuant to one or more indentures, the forms of which
are attached as exhibits to the Registration Statement, by and among the Company
and a trustee identified therein (each a "Trustee"), as the same may be amended
or supplemented from time to time (each an "Indenture"). The Depositary Shares
will be issued under one or more deposit agreements (each, a "Deposit
Agreement"), by and among the Company and a financial institution identified
therein as the depositary (each a "Depositary"). The Company may issue receipts
("Depositary Receipts") for Depositary Shares, each of which will represent a
fractional share of Preferred Stock represented by Depositary Shares. The
Warrants will be issued under one or more warrant agreements (each a "Warrant
Agreement"), by and among the Company and a financial institution identified
therein as warrant agent (each a "Warrant Agent").


LATHAM & WATKINS

October 28, 2002
Page 2


        In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
and the Guarantors in connection with the authorization and issuance of the
Securities and any Guarantees, respectively, and, for the purposes of this
opinion, have assumed such proceedings will be timely completed in the manner
presently proposed. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.

        In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

        We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York, and the General Corporation Law of the State of Delaware, and we express
no opinion with respect to the applicability thereto, or the effect thereon, of
any other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.

        Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

        1. When (i) a supplemental Indenture setting forth the terms of the Debt
Securities has been duly executed and delivered by the Company and the Trustee,
(ii) the Debt Securities have been duly established in accordance with the
Indenture (including, without limitation, the adoption by the Board of Directors
of the Company, or a duly formed committee thereof, of a resolution duly
authorizing the issuance and delivery of the Debt Securities), duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (iii) the Registration Statement
and any required post-effective amendments thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the
Securities Act, and assuming that (a) the terms of the Debt Securities as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (b) the Debt Securities as
executed and delivered do not violate any law applicable to the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company, and (c) the Debt Securities as executed and delivered comply with
all requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Debt Securities will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

        2. When (i) a supplemental Indenture setting forth the terms of the Debt
Securities and the Guarantees has been duly executed and delivered by the
Company, the Guarantors and the Trustee, (ii) the Guarantees and the
corresponding Debt Securities have been duly established


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October 28, 2002
Page 3

in accordance with the Indenture (including, without limitation, the adoption by
the Board of Directors of the Company, or a duly formed committee thereof, of a
resolution duly authorizing the issuance and delivery of the Debt Securities,
and the adoption by the Board of Directors of each Guarantor, or a duly formed
committee thereof, of a resolution duly authorizing the issuance and delivery of
the Guarantees), and the Debt Securities have been duly authenticated by the
Trustee and duly executed and delivered on behalf of the Company against payment
therefor in accordance with the terms and provisions of the Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (iii) the Guarantees have been duly executed and
delivered on behalf of the Guarantors in accordance with the terms and
provisions of the Indenture and as contemplated by the Registration Statement,
the Prospectus and the related Prospectus Supplement(s), and (iv) the
Registration Statement and any required post-effective amendments thereto and
any and all Prospectus Supplement(s) required by applicable laws have all become
effective under the Securities Act, and assuming that (a) the terms of the
Guarantees and the Debt Securities as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (b) the Debt Securities as executed and delivered do not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, (c) the Guarantees as executed
and delivered do not violate any law applicable to the Guarantors or result in a
default under or breach of any agreement or instrument binding upon the
Guarantors, (d) the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, and (e) the Guarantees as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Guarantors, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Guarantors, the Guarantees will constitute legally valid and binding
obligations of the Guarantors, enforceable against the Guarantors in accordance
with their terms.

        3. When (i) the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act and (ii) a
series of Preferred Stock has been duly established in accordance with the terms
of the Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") and applicable law, and upon adoption by the Board of Directors
of the Company, or a duly formed committee thereof, of a resolution in form and
content as required by applicable law and upon issuance and delivery of and
payment of legal consideration in excess of the par value thereof for such
shares in the manner contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s) and by such resolution, and assuming
that (a) the terms of such shares as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (b) at the time of issuance of such shares, the Company has a
sufficient number of authorized but unissued shares under the Certificate of
Incorporation, and (c) such shares as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, such shares of such series of Preferred Stock (including any
Preferred Stock duly issued (1) upon the exchange or conversion of any shares of
Preferred Stock that are exchangeable or convertible




LATHAM & WATKINS

October 28, 2002
Page 4

into another series of Preferred Stock, (2) upon the exchange or conversion of
Debt Securities that are exchangeable or convertible into Preferred Stock, or
(3) upon the exercise of Warrants that are exercisable for Preferred Stock) will
be validly issued, fully paid and nonassessable.

        4. When (i) the Depositary Shares have been duly established in
accordance with a Deposit Agreement (including, without limitation, the adoption
by the Board of Directors of the Company, or a duly formed committee thereof, of
a resolution duly authorizing the issuance and delivery of the Depositary
Shares), and the Depositary Receipts in the form contemplated and authorized by
the Deposit Agreement have been duly executed and delivered by the Depositary
against payment therefor in accordance with the terms and provisions of the
Deposit Agreement and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) all corporate action
necessary for the issuance of the Depositary Shares and the underlying Preferred
Stock has been taken by the Company and the Company has received legal
consideration in excess of the par value of the underlying Preferred Stock for
the issuance thereof, and (iii) the Registration Statement and any required
post-effective amendments thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming that (a) the terms of the Depositary Receipts as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), (b) the Depositary Receipts as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (c) the Depositary Receipts as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Depositary Shares will be validly issued and will entitle the
holders thereof to the rights specified in the Depositary Receipts and the
corresponding Deposit Agreement.

        5. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company, or a duly formed committee
thereof, of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment of legal consideration in excess of
the par value thereof for shares of Common Stock in the manner contemplated by
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s) and by such resolution, and assuming that (a) the terms of such
shares as executed and delivered are as described in the Registration Statement,
the Prospectus and the related Prospectus Supplement(s), (b) at the time of
issuance of such shares, the Company has a sufficient number of authorized but
unissued shares under the Certificate of Incorporation, and (c) such shares as
executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, such shares of Common
Stock (including any Common Stock duly issued (1) upon the exchange or
conversion of any shares of Preferred Stock that are exchangeable or convertible
into Common Stock, (2) upon the exchange or conversion of Debt Securities that
are exchangeable or convertible into Common Stock, or (3) upon the exercise of
Warrants that are exercisable for Preferred Stock) will be validly issued, fully
paid and nonassessable.




LATHAM & WATKINS

October 28, 2002
Page 5

        6. When (i) the Warrants have been duly established in accordance with a
Warrant Agreement (including, without limitation, the adoption by the Board of
Directors of the Company, or a duly formed committee thereof, of a resolution
duly authorizing the issuance and delivery of the Warrants), duly authenticated
by the Warrant Agent and duly executed and delivered on behalf of the Company
against payment therefor in accordance with the terms and provisions of the
Warrant Agreement and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (ii) the Registration
Statement and any required post-effective amendments thereto and any and all
Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and assuming that (a) the terms of the Warrants as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (b) the Warrants as
executed and delivered do not violate any law applicable to the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company, and (c) the Warrants as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Warrants will constitute legally valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.

        The opinions set forth in paragraphs (1), (2) and (6) above relating to
the enforceability of the Debt Securities, the Guarantees and the Warrants,
respectively, are subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights or remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought and (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy. We express no
opinion (i) concerning the enforceability of the waiver of rights or defenses
contained in Section 515 of the Indenture or (ii) with respect to whether
acceleration of Debt Securities and any Guarantees may affect the collectibility
of any portion of the stated principal amount thereof which might be determined
to constitute unearned interest thereon.

        To the extent that the obligations of the Company and the Guarantors
under each Indenture may be dependent upon such matters, we assume for purposes
of this opinion that each Trustee is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization; that each
Trustee is duly qualified to engage in the activities contemplated by the
Indenture; that each Indenture has been duly authorized, executed and delivered
by the applicable Trustee and constitutes the legal, valid and binding
obligation of such Trustee, enforceable against such Trustee in accordance with
its terms; that each Trustee is in compliance, generally and with respect to
acting as a trustee under the applicable Indenture, with all applicable laws and
regulations; and that each Trustee has the requisite organizational and legal
power and authority to perform its obligations under the applicable Indenture.




LATHAM & WATKINS

October 28, 2002
Page 6

        To the extent that the obligations of the Company under each Deposit
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the Depositary is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Depositary
is duly qualified to engage in the activities contemplated by the Deposit
Agreement; that the Deposit Agreement has been duly authorized, executed and
delivered by the Depositary and constitutes the legal, valid and binding
obligation of the Depositary, enforceable against the Depositary in accordance
with its terms; that the Depositary is in compliance, generally and with respect
to acting as a Depositary under the Deposit Agreement, with all applicable laws
and regulations; and that the Depositary has the requisite organizational and
legal power and authority to perform its obligations under the Deposit
Agreement.

        To the extent that the obligations of the Company under each Warrant
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the legal, valid and binding
obligation of the Warrant Agent, enforceable against the Warrant Agent in
accordance with its terms; that the Warrant Agent is in compliance, generally
and with respect to acting as a Warrant Agent under the Warrant Agreement, with
all applicable laws and regulations; and that the Warrant Agent has the
requisite organizational and legal power and authority to perform its
obligations under the Warrant Agreement.

        We consent to your filing this opinion as an exhibit to the Registration
Statement, to the incorporation by reference of this opinion into any
registration statement of the Company filed pursuant to Rule 462(b) of the
Securities Act in relation to the Registration Statement, and to the reference
to our firm under the heading "Validity of Securities" in the prospectus
included therein.

                                            Very truly yours,

                                            /s/ Latham & Watkins