Exhibit 5.1



                      [Shearman & Sterling LLP Letterhead]







                               November 5, 2004

Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760


                          Boston Scientific Corporation

Ladies and Gentlemen:

     We have acted as counsel to Boston Scientific Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-3 (File No. 333-119412) (such registration statement, including the
documents incorporated by reference therein, the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission"), relating to the
proposed public offering from time to time, pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act") of the following
securities of the Company with an aggregate initial public offering price of up
to $1,500,000,000: (i) senior debt securities (the "Senior Debt Securities") and
subordinated debt securities (the "Subordinated Debt Securities" and, together
with the Senior Debt Securities, the "Debt Securities"); (ii) shares of
preferred stock, par value $0.01 per share (the "Preferred Stock"); (iii)
depositary shares representing entitlement to all rights and preferences of a
fraction of a share of Preferred Stock of a specific series (the "Depositary
Shares"); (iv) shares of common stock, par value $0.01 per share (the "Common
Stock"); (v) warrants to purchase any of the foregoing Debt Securities,
Preferred Stock, Depositary Shares or Common Stock (the "Warrants"); (vi) stock
purchase contracts to purchase shares of Common Stock, Depository Shares or
Preferred Stock (the "Stock Purchase Contracts"); or (vii) stock purchase units
(the "Stock Purchase Units"), representing ownership of a Stock Purchase
Contract or other debt obligations of third parties, in each case, as described
in the prospectus forming a part of the Registration Statement (the
"Prospectus") and as shall be designated by the Company at the time of
applicable offering. The Debt Securities, Preferred Stock, Depositary Shares,
Common Stock Warrants, Stock Purchase Contracts and Stock Purchase Units are
collectively referred to as the "Securities."

     The Securities will be sold pursuant to an underwriting agreement and a
terms agreement substantially in the form of Exhibit 1.1 to the Registration
Statement (such





underwriting agreement and terms agreement to be entered into between the
Company and an underwriter or underwriters. The Debt Securities will be issued
in one or more series pursuant to an indenture in substantially the form of
Exhibit 4.3 to Registration Statement (the "Indenture") to be entered into
between the Company and J.P. Morgan Trust Company, National Association, as
Trustee (the "Trustee"). The Preferred Stock will be issued in one or more
series and the relative powers, designations, preferences, rights and
qualifications, limitations or restrictions of such Preferred Stock will be set
forth in one or more certificates of designation (each, a "Certificate of
Designation"). The Depositary Shares will be issued in one or more series
pursuant to one or more deposit agreements (each, a "Deposit Agreement") between
the Company and the depositary party thereto (the "Depositary"). The Warrants
will be issued in one or more series pursuant to one or more warrant agreements
(each, a "Warrant Agreement") between the Company and the warrant agent party
thereto (each, a "Warrant Agent"). The Stock Purchase Contracts will be issued
pursuant to one or more stock purchase contract agreements (each, a "Stock
Purchase Contract Agreement") between the Company and the stock purchase
contract agent party thereto (the "Stock Purchase Contract Agent"). The Stock
Purchase Units will be issued pursuant to one or more stock purchase unit
agreements (each, a "Stock Purchase Unit Agreement") between the Company and the
stock purchase unit agent party thereto (the "Stock Purchase Unit Agent"). Each
Certificate of Designation, Deposit Agreement, Warrant Agreement, Stock Purchase
Contract Agreement and Stock Purchase Unit Agreement, as applicable, will be in
a form to be filed as an exhibit to a post-effective amendment to the
Registration Statement or a Current Report on Form 8-K incorporated in such
Registration Statement by reference. The Indenture, Deposit Agreement, Warrant
Agreements, Stock Purchase Contract Agreement and Stock Purchase Unit Agreement
are hereinafter referred to as the "Opinion Documents."


     In that connection, we have reviewed originals or copies of the Indenture,
the Registration Statement and such corporate records of the Company,
certificates of public officials and of officers of the Company and agreements
and other documents as we have deemed necessary as a basis for the opinions
expressed below.

          In our review, we have assumed:

          (a) The genuineness of all signatures.

          (b) The authenticity of the originals of the documents submitted to
us.

          (c) The conformity to authentic originals of any documents submitted
to us as copies.

          (d) As to matters of fact, the truthfulness of the representations
made in certificates of public officials and officers of the Company.

          (e) Each Opinion Document will be the legal, valid and binding
obligation of each party thereto, other than the Company, enforceable against
each such party in accordance with its terms and that each Opinion Document will
be governed by and construed in accordance with the law of the State of
New York.


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          (f) That:

             (i) The Company is an entity duly organized and validly existing
             under the laws of the State of Delaware.

             (ii) The Company has full power to execute, deliver and perform and
             will have duly executed and delivered the Opinion Documents.

             (iii) The execution, delivery and performance by the Company of the
             Opinion Documents to which it is a party will be duly authorized by
             all necessary action (corporate or otherwise) and will not:

                 (A) contravene its Second Restated Certificate of Incorporation
                 or Restated By-laws;

                 (B) violate any law, rule or regulation applicable to it; or

                 (C) result in any conflict with or breach of any agreement or
                 document binding on it.

             (iv) No authorization, approval or other action by, and no notice
             to or filing with, any governmental authority or regulatory body or
             any other third party is required for the due execution, delivery
             or performance by the Company of any Opinion Document to which it
             is a party, if any such authorization, approval, action, notice or
             filing is required, it has been or will be duly obtained, taken,
             given or made and is or will be in full force and effect.

We have not independently established the validity of the foregoing assumptions.

     Our opinion set forth is limited to the law of the State of New York and
the General Corporation Law of the State of Delaware, and we do not express any
opinion herein concerning any other law.

     Based on the foregoing and upon such other investigation as we have deemed
necessary and subject to the qualifications set forth below, we are of the
opinion that:

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   1.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) appropriate corporate action has been taken by the Company
  to authorize the issuance of the Common Stock, (iii) the Common Stock shall
  have been duly issued and sold by the Company against payment therefor in
  accordance with such corporate action, and (iv) if issued in physical form,
  certificates representing shares of Common Stock have been duly executed by
  the duly authorized officers of the Company in accordance with applicable law
  or, if issued in book entry form, an appropriate account statement evidencing
  shares of Common Stock credited to the purchaser's account maintained with the
  Company's transfer agent for Common Stock has been issued by said transfer
  agent, such Common Stock will be validly issued, fully paid and nonassessable
  (provided that the consideration paid therefor is not less than the par value
  thereof).

   2.  The Indenture, when duly executed and delivered by the Company, will
  be the legal, valid and binding obligation of the Company, enforceable
  against the Company in accordance with its terms.

   3.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) the Indenture has been qualified under the United States
  Trust Indenture Act of 1939, as amended, (iii) the form or forms of the Debt
  Securities and the final terms thereof have been duly approved or established
  by appropriate corporate action taken by the Company and in accordance with
  the terms of the Indenture, and (iv) the Debt Securities have been duly
  executed by the Company, authenticated by the Trustee, issued and delivered
  against payment therefor in accordance with such corporate action, and the
  Indenture, the Debt Securities will be the legal, valid and binding
  obligations of the Company, enforceable against the Company in accordance with
  their terms and entitled to the benefits of the Indenture.

   4.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) the terms of the Preferred Stock have been duly approved
  or established by appropriate corporate action taken by the Company (including
  the filing of the certificate of designations with the Secretary of State of
  the State of Delaware), (iii) the Preferred Stock has been duly issued and
  sold against payment therefor in accordance with such corporate action, the
  Preferred Stock will be validly issued, fully paid and nonassessable (provided
  that the consideration paid therefor is not less than the par value thereof),
  and will have the rights set forth in the Company's Second Restated
  Certificate of Incorporation, as then amended, including the amendment
  effected by the certificate of designations.

   5.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) the terms of the Depositary Shares have been duly approved
  or established by appropriate corporate action taken by the Company, (iii) the
  Deposit Agreement has been duly executed and delivered by the Company, (iv)
  the Depositary Shares have been duly issued and sold against payment therefor
  in accordance with such corporate action and (iv) the Depositary has duly
  executed the Depositary Receipts in accordance with the terms of the Deposit
  Agreement (the Company having deposited the Preferred Stock with the
  Depositary pursuant to the Deposit Agreement), the Depositary Shares will be
  validly issued.

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   6.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) the appropriate corporate action has been taken by the
  Company to authorize the form, terms, execution and delivery of the Warrants
  and (iii) Warrants with such terms are duly executed, attested, issued and
  delivered by duly authorized officers of the Company against payment in the
  manner provided for in the Warrant Agreement pursuant to which the Warrants
  are to be issued and such corporate action, such Warrants will constitute
  valid and binding obligations of the Company, enforceable against the Company
  in accordance with their terms.

   7.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) the appropriate corporate action has been taken by the
  Company to authorize the form, terms, execution and delivery of the Stock
  Purchase Contracts and (iii) the Stock Purchase Contracts with such terms are
  duly executed, issued and delivered by duly authorized officers of the Company
  against payment therefor in the manner provided for in the Stock Purchase
  Contracts and such corporate action, such Stock Purchase Contracts will
  constitute valid and binding obligations of the Company, enforceable against
  the Company in accordance with their terms.

   8.  When (i) the registration requirements of the Securities Act have been
  complied with, (ii) the appropriate corporate action has been taken by the
  Company to authorize the form, terms, execution and delivery of the Stock
  Purchase Units and (iii) the Stock Purchase Units with such terms are duly
  executed, issued and delivered by duly authorized officers of the Company
  against payment therefor in the manner provided for in the agreement pursuant
  to which the Stock Purchase Units are to be issued and such corporate action,
  such Stock Purchase Units will constitute valid and binding obligations of the
  Company, enforceable against the Company in accordance with their terms.

    Our opinions expressed above are subject to the following qualifications:

    (a) Our opinions in paragraphs 2 through 3 and 6 through 8 are subject to
  the effect of any applicable bankruptcy, insolvency, reorganization,
  moratorium or similar laws affecting creditors' rights generally (including
  without limitation all laws relating to fraudulent transfers).

    (b) Our opinions in paragraphs 2 through 3 and 6 through 8 are subject to
  the effect of general principles of equity, including without limitation
  concepts of materiality, reasonableness, good faith and fair dealing
  (regardless of whether considered in a proceeding in equity or at law).

    We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and the use of our name in the Prospectus under the
caption "Legal Matters". In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued thereunder.
This opinion letter may not be relied upon by you for any other purpose without
our prior written consent.

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                                            Very truly yours,


                                           /s/ Shearman & Sterling LLP


DC/RWD/AMWY/CR
RE




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