Exhibit 12(c)(1)
                              [JPMorgan letterhead]


November 6, 2001


The Board of Directors
Thermo Electron Corporation
81 Wyman Street
Post Office Box 9046
Waltham, MA 02454-0946

Attention: Seth H. Hoogasian

Members of the Board of Directors:

You have requested our opinion as to the fairness, from a financial point of
view, to Thermo Electron Corporation (the "Company") of the consideration to be
paid by the Company and its wholly-owned subsidiary, Spectra-Physics
Acquisition, Inc. (the "Bidder"), in the proposed Transaction (as defined below)
involving the Company's indirect, approximately 80%-owned subsidiary,
Spectra-Physics, Inc. ("SPI"). You have informed us that the Bidder proposes to
make a tender offer (the "Offer") to purchase any and all outstanding shares of
common stock, $.01 par value per share (the "SPI Common Stock"), of SPI (other
than shares of the SPI Common Stock held in treasury or owned by the Company and
its subsidiaries) for cash consideration of $17.50 net per share (the "Purchase
Price"). Following consummation of the Offer, the Bidder intends to merge with
SPI, and each outstanding share of SPI Common Stock (other than shares of the
SPI Common Stock held in treasury or owned by the Company and its subsidiaries
and shares with respect to which dissenters' rights have been validly exercised)
will be converted into the right to receive the Purchase Price (the "Merger" and
together with the Offer, the "Transaction").

In arriving at our opinion, we have (i) reviewed certain publicly available
business and financial information concerning SPI and the industries in which
it operates; (ii) compared the financial and operating performance of SPI
with publicly available information concerning certain other companies we
deemed relevant and reviewed the current and historical market prices of the
SPI Common Stock and certain publicly traded



securities of such other companies; (iii) reviewed certain internal financial
analyses and forecasts prepared by the managements of the Company relating to
SPI's businesses, as well as the estimated amount and timing of the cost savings
and related expenses and synergies expected to result from the Transaction (the
"Synergies"); and (iv) performed such other financial studies and analyses and
considered such other information as we deemed appropriate for the purposes of
this opinion.

In addition, we have held discussions with certain members of the management of
the Company with respect to certain aspects of the Transaction, and the past and
current business operations of SPI, the financial condition and future prospects
and operations of SPI, the effects of the Transaction on the financial condition
and future prospects of the Company, and certain other matters we believed
necessary or appropriate to our inquiry.

In giving our opinion, we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was publicly
available or was furnished to, or discussed with, us by the Company or otherwise
reviewed by us, and we have not assumed any responsibility or liability
therefor. We have not conducted any valuation, appraisal or physical inspection
of any assets or liabilities of SPI, nor have any such valuations or appraisals
been provided to us. We also assumed that there have been no material changes in
SPI's results of operations or financial condition since the date of the most
recent financial statements made available to us. In relying on financial
analyses and forecasts provided to us, including the Synergies, we have assumed
that they have been reasonably prepared based on assumptions reflecting the best
currently available estimates and judgments by management as to the expected
future results of operations and financial condition of SPI to which such
analyses or forecasts relate. We have also assumed that the Transaction will
have the tax consequences described in discussions with, and materials furnished
to us by, representatives of the Company. We have relied as to all legal matters
relevant to rendering our opinion upon the advice of counsel. We have further
assumed that any material governmental, regulatory or other consents and
approvals necessary for the consummation of the Transaction will be obtained
without any adverse effect on SPI or the Company or on the contemplated benefits
of the Transaction.

Our opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof. It
should be understood that subsequent developments may affect this opinion and
that we do not have any obligation to update, revise, or reaffirm this opinion.
Our opinion is limited to the fairness, from a financial point of view, of the
consideration to be paid by the Bidder in the proposed Transaction and we
express no opinion as to the underlying decision by the Company to engage in the
Transaction. We are

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expressing no opinion herein as to the price at which the SPI Common Stock or
the common stock of the Company will trade at any future time, whether prior to
or following consummation of the Transaction.

We have acted as financial advisor to the Company with respect to the
proposed Transaction and will receive a fee from the Company for our
services. Since January 2000, JPMorgan has been acting as financial advisor
to the Company in connection with the overall reorganization of the Company's
businesses, which has been effected in a series of transactions since January
2000 and for which JPMorgan has received customary compensation. In addition,
we were engaged by SPI in May 2000 to act as its financial advisor in
connection with SPI's consideration of its strategic alternatives, which
financial advisory services were completed in November 2000. In the ordinary
course of our businesses, we and our affiliates may actively trade the debt
and equity securities of the Company, SPI and their respective affiliates for
our own account or for the accounts of customers and, accordingly, we may at
any time hold long or short positions in such securities.

On the basis of and subject to the foregoing, it is our opinion as of the date
hereof that the consideration to be paid by the Bidder in the proposed
Transaction is fair, from a financial point of view, to the Company.

This letter is provided to the Board of Directors of the Company in connection
with and for the purposes of its evaluation of the Transaction. This opinion
does not constitute a recommendation to any shareholder of SPI as to whether
such shareholder should tender its shares of SPI Common Stock in Offer or any
other matter. This opinion may not be disclosed, referred to, or communicated
(in whole or in part) to any third party for any purpose whatsoever except with
our prior written approval. This opinion may be reproduced in full in the
Schedule TO to be filed by the Company and the Offer to Purchase to be mailed to
shareholders of SPI, but may not otherwise be disclosed publicly in any manner
without our prior written approval.

Very truly yours,

/s/ J.P. MORGAN SECURITIES INC.

J.P. MORGAN SECURITIES INC.


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