Exhibit 5.1





                                                                August 16, 2001



Fisher Scientific International Inc.
One Liberty Lane
Hampton, New Hampshire 03842

                           Re:  Registration Statement on Form S-8 of
                                Fisher Scientific International Inc.

Ladies and Gentlemen:

                  We have acted as special counsel to Fisher Scientific
Corporation, a Delaware corporation (the "Company"), in connection with the
proposed issuance by the Company of up to an aggregate of 8,000,000 shares
(the "Shares") of common stock, par value $.01 (the "Common Stock"), of the
Company pursuant to the 2001 Equity and Incentive Plan (the "Plan").

                  This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").

                  In connection with this opinion, we have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-8, relating to
the Shares, to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act on August 17, 2001 (together with
all exhibits thereto, the "Registration Statement"), (ii) the Plan, (iii)
the Amended and Restated Certificate of Incorporation of the Company, as
currently in effect, (iv) the By-Laws of the Company, as currently in
effect, (v) a specimen certificate representing the Common Stock and (vi)
certain resolutions of the Board of Directors of the Company relating to
the Plan, the issuance of the shares and the filing of the Registration
Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
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 certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or 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 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 which we have not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others. In rendering the opinions set forth below we have
assumed that all shares will be issued upon exercised of options pursuant
to option agreements ("Option Agreements") duly authorized by the
compensation committee of the Board of Directors of the Company and the
exercise price of such options shall be paid in such form and is such
manner as such compensation committee shall determine and shall not be less
than the par value of the Common Stock.

                  Members of our firm are admitted to the Bar in the State
of New York, and we do not express any opinion as to the laws of any
jurisdiction, other than the General Corporation Law of the State of
Delaware.

                  Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized and when the Shares have
been issued, delivered and paid for pursuant to the terms of the Option
Agreements and the Plan, and certificates representing the Shares in the
form of the specimen certificate examined by us have been manually signed
by an authorized officer of the transfer agent and registrar for the Common
Stock and registered by such transfer agent and registrar, such Shares will
be validly issued, fully paid and nonassessable.

                  We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to 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 promulgated thereunder.

                                  Very truly yours,

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