[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP]

                                                                   July 29, 2004


Fisher Scientific International Inc.
One Liberty Lane
Hampton, NH 03842


         Re: Fisher Scientific International Inc.; Registration Statement
             on Form S-4 (File No. 333-115781)


         We are acting as special counsel to Fisher Scientific International
Inc., a Delaware corporation (the "Company"), in connection with the preparation
of the Registration Statement on Form S-4 (File No. 333-115781) initially filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), on May 24, 2004 and
amended by Amendment No. 1 thereto filed on June 1, 2004, Amendment No. 2
thereto filed on July 13, 2004, Amendment No. 3 thereto filed on July 27, 2004
and Amendment No. 4 thereto filed as of the date hereof (as so amended, the
"Registration Statement") relating to the proposed exchange offer by Apogent
Technologies Inc. ("Apogent") of up to $345,000,000 aggregate principal amount
of the Floating Rate Convertible Senior Debentures due 2033 (the "New Floating
Rate Debentures") of Apogent for an equal principal amount of the issued and
outstanding Floating Rate Senior Convertible Contingent Debt Securities due 2033
(the "Old Floating Rate CODES") of Apogent (the "Floating Rate Exchange Offer")
and the consent solicitation to a proposed amendment to the Resale Registration
Rights Agreement, dated as of December 17, 2003, by and among Apogent, as
issuer, the several subsidiary guarantors from time to time parties thereto, and
the initial purchasers of the Old Floating Rate CODES relating to the Old
Floating Rate CODES. The Floating Rate Exchange Offer is subject to consummation
of the merger pursuant to which a wholly-owned subsidiary of the Company will
merge into Apogent and Apogent will become a wholly-owned subsidiary of the
Company (the "Merger"). The New Floating Rate Debentures will be issued pursuant
to an Indenture to be entered into by and among Apogent, the Company and The
Bank of New York, as trustee (the "Floating Rate Indenture"). Upon consummation
of the Merger, the New Floating Rate Debentures will be convertible, upon the
occurrence of certain events, into shares of the Company's common stock, par
value $0.01 per share (the "Common Stock" and the shares into which the New
Floating Rate Debentures are initially convertible, the "Shares") in accordance
with the terms of the Floating Rate Indenture. Upon the occurrence of certain
events, the Company will fully and unconditionally guarantee the full and prompt
payment of principal and interest (including contingent interest), if any, with
respect to the New Floating Rate Debentures to the extent set forth in the
Floating Rate Indenture and the form of guarantee included in the form of the
New Floating Rate Debentures (the "Floating Rate Guarantee").

Fisher Scientific International Inc.
July 29, 2004
Page 2



                  This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement as filed with the Commission on May 24, 2004; (ii)
Amendment No. 1 to the Registration Statement as filed with the Commission on
June 1, 2004; (iii) Amendment No. 2 to the Registration Statement as filed with
the Commission on July 13, 2004; (iv) Amendment No. 3 to the Registration
Statement as filed with the Commission on July 27, 2004; (v) Amendment No. 4 to
the Registration Statement filed as of the date hereof; (vi) a specimen
certificate evidencing the Common Stock; (vii) the Amended and Restated
Certificate of Incorporation of the Company, as filed with and certified by the
Secretary of State of the State of Delaware; (viii) the By-Laws of the Company,
certified by the Secretary of the Company, as currently in effect; (ix) the form
of the Floating Rate Indenture, filed as an exhibit to Amendment No. 2 to the
Registration Statement; (x) the form of Floating Rate Guarantee, attached as an
exhibit to the form of Floating Rate Indenture; and (xi) certain resolutions of
the Board of Directors of the Company adopted as of June 8, 2004 relating to the
reservation for and authorization of issuance of the Shares, the authorization
of the issuance of the Floating Rate Guarantee and related matters. We also have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.

                  In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and the execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts material to
the opinions expressed herein that we did not independently establish or verify,
we have relied upon oral or written statements and representations of officers
and other representatives of the Company and others.

                  Our opinions set forth herein are limited to Delaware
corporate law and the laws of the State of New York that, in our experience, are
applicable to securities of the type covered by the Registration Statement and,
to the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings or
registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-opined-on law on the
opinions herein

Fisher Scientific International Inc.
July 29, 2004
Page 3


stated.

         The opinions set forth below are subject to the following
qualifications, further assumptions and limitations:

         (a) the validity or enforcement of any agreements or instruments may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and by general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law);

         (b) we do not express any opinion as to the applicability or effect of
any fraudulent transfer, preference or similar law on either of the Floating
Rate Indenture or the Floating Rate Guarantee or any transaction contemplated
thereby; and

         (c) in rendering the opinion set forth below in paragraph 2, we have
assumed that (1) the certificates evidencing the Shares will be manually signed
by one of the authorized officers of the transfer agent and registrar for the
Shares and registered by such transfer agent and registrar and will conform to
the specimen certificate examined by us evidencing the Shares and (2) the
Conversion Price (as defined in the Floating Rate Indenture) will be at least
equal to the par value of the Shares at the time of conversion.

         Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

         1. When (i) the Registration Statement has been declared effective
under the Securities Act, (ii) the New Floating Rate Debentures have been duly
executed and authenticated in accordance with the terms of the Floating Rate
Indenture and have been issued and delivered upon consummation of the Floating
Rate Exchange Offer against receipt of the Old Floating Rate CODES surrendered
in exchange therefor in accordance with the terms of the Floating Rate Exchange
Offer and (iii) the Floating Rate Guarantee has been executed and delivered by
the Company in accordance with the terms of the Floating Rate Indenture, the
Floating Rate Guarantee will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

         2. The Shares initially issuable upon conversion of the New Floating
Rate Debentures have been duly authorized by all necessary corporate action, and
when (i) the Floating Rate Indenture has been duly executed and delivered and
(ii) the Shares have been issued and delivered upon conversion of the New
Floating Rate Debentures in accordance with the terms of the Floating Rate
Indenture, the Shares will be validly issued, fully paid and nonassessable.

         In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Floating Rate Indenture and the
Floating Rate Guarantee and the performance by the Company of its obligations
under the

Fisher Scientific International Inc.
July 29, 2004
Page 4


Floating Rate Indenture and the Floating Rate Guarantee thereunder do not and
will not violate, conflict with or constitute a default under any agreement or
instrument to which the Company or its properties are subject, except that we do
not make this assumption for those agreements and instruments which have been
identified to us by the Company as being material to it and which are listed in
Part II of the Registration Statement or the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003, as amended by Amendment No. 1
to such Annual Report, filed with the Commission on May 13, 2004.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the prospectus forming a part of
the Registration Statement. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission.
This opinion is expressed as of the date hereof unless otherwise expressly
stated, and we disclaim any undertaking to advise you of any subsequent changes
in the facts stated or assumed herein or of any subsequent changes in applicable
law.

                                  Very truly yours,


                                  /s/ Skadden, Arps, Slate, Meagher & Flom LLP