EXHIBIT 5

[Beckman Coulter, Inc. Logo]

                                  July 22, 2002

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 500,000 shares of
Common Stock, par value $0.10 per share, of Beckman Coulter, Inc. (the "Common
Stock"), and additional rights pursuant to the Company's Stockholder Protection
Rights Agreement with First Chicago Trust Company of New York, as Rights Agent
(the "Rights" and, together with the Common Stock, the "Shares"), to be issued
or delivered pursuant to the Beckman Coulter, Inc. Executive Deferred
Compensation Plan, the Beckman Coulter, Inc. Executive Restoration Plan, and/or
the Beckman Coulter, Inc. Deferred Directors' Fee Program (together, the
"Plans"). I have examined the proceedings heretofore taken and to be taken in
connection with the authorization of the Plans and the Shares to be issued or
delivered pursuant to and in accordance with the Plans.

      Based upon such examination and upon such matters of fact and law as I
have deemed relevant, I am of the opinion that the Shares 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 Plans
and relevant agreements duly authorized by and in accordance with the terms of
the Plans, the Rights will be validly issued and the Common Stock will be
validly issued, fully paid and nonassessable.

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

                                    Respectfully submitted,

                                    /s/ William H. May

                                    William H. May, Esq.
                                    Vice President,
                                    General Counsel
                                    and Secretary