[Beckman Coulter Logo]


                                November 2, 2001

Beckman Coulter, Inc.
4300 North Harbor Boulevard
Fullerton, California 92834-3100

   Re:   Registration Statement on Form S-8 of Beckman Coulter, Inc. (the
"Company")

Ladies and Gentlemen:

         At your request, I have examined the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of $3,500,000 of
Deferred Compensation Obligations of the Company (the "Obligations") to be
issued pursuant to the Beckman Coulter, Inc. Executive Restoration Plan, as
amended (the "Plan"). I have examined the proceedings heretofore taken and to be
taken in connection with the authorization of the Plan and the Obligations to be
issued pursuant to and in accordance with the Plan.

         Based upon such examination and upon such matters of fact and law as I
have deemed relevant, I am of the opinion that the Obligations have been duly
authorized by all necessary corporate action on the part of the Company and,
when issued in accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with the terms of
the Plan, the Obligations will be validly issued, legally binding obligations of
the Company.

         I consent to the use of this opinion as an exhibit to the Registration
Statement.

                                      Respectfully submitted,



                                      /s/ William H. May
                                      ------------------------
                                      William H. May
                                      Vice President, General
                                      Counsel and Secretary