Exhibit 5.1



October 25, 2001

LTX Corporation
University Avenue
Westwood, MA  02090


     Re:  REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED

Ladies and Gentlemen:

     I am General Counsel for LTX Corporation (the "Company"), a Massachusetts
corporation, in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of $150,000,000 aggregate principal amount of the
Company's 4.25% Convertible Subordinated Notes due 2006 (the "Notes"), and an
indeterminate number of shares (the "Conversion Shares"), of the Company's
Common Stock, $0.05 par value per share, to be offered by the Company pursuant
to a Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission (the "Registration Statement").

     As such counsel, I have reviewed the corporate proceedings taken by the
Company with respect to the authorization of the issuance of the Notes and the
Conversion Shares.  I have also examined and relied upon originals or copies,
certified or otherwise authenticated to my satisfaction, of such corporate
records, documents, agreements or other instruments of the Company. As to all
matters of fact (including factual conclusions and characterizations and
descriptions of purpose, intention or other state of mind) I have entirely
relied upon certificates of officers of the Company, and have assumed, without
independent inquiry, the accuracy of those certificates.

     I have assumed the genuineness of all signatures, the conformity to the
originals of all documents reviewed by me as copies, the authenticity and
completeness of all original documents reviewed by me in original or copy form
and the legal competence of each individual executing a document. I have also


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assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied.  I have also assumed that the Company has received the specified
purchase price for the Notes and that the Conversion Shares will be issued upon
the consideration of the Notes in accordance with the terms thereof.

     The opinion set forth below relating to the binding effect of the Notes is
subject to the following general qualifications:

     (i)   the enforceability of any obligation of the Company may be limited by
     bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
     marshalling or other laws and rules affecting the enforcement generally of
     creditors' rights and remedies (including such as may deny giving effect to
     waivers of debtors' or guarantors' rights);

     (ii)  no opinion is given herein as to the enforceability of any particular
     provision of the Notes or the Indenture relating to remedies after default
     or as to the availability of any specific or equitable relief of any kind;
     and

     (iii) the enforcement of any rights may in all cases be subject to an
     implied duty of good faith and general principles of equity (regardless of
     whether such enforceability is considered in a proceeding at law or in
     equity).

     This opinion is limited solely to the laws of the Commonwealth of
Massachusetts, as reported by courts located in Massachusetts.  I note that the
Notes and the Indenture contain a provision stating that they shall be governed
by, and construed in accordance with, the laws of the State of New York
("Chosen-Law Provision").  With your permission, I have instead assumed that the
Notes and the Indenture are governed by the internal substantive laws of the
Commonwealth of Massachusetts.  No opinion is given herein as to the Chosen-Law
Provision, or otherwise as to the choice of law or internal substantive rules of
law that any tribunal may apply to the transaction referred to herein. I express
no opinion as to, and assume compliance, with any applicable federal or state
securities law.

     Subject to the foregoing, it is my opinion that the Notes have been duly
authorized and, when issued and paid for in accordance with the terms of the
purchase agreement and Indenture described in the Registration Statement, will
be validly executed and will be binding obligations of the Company.  In
addition, the Conversion Shares have been duly authorized and, when issued upon
conversion of the Notes in accordance with the terms of the Notes and the
indenture for the Notes as described in the Registration Statement, will be
validly issued, fully paid and non-assessable.


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     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement.

                                    Very truly yours,

                                    LTX Corporation

                                    By: /s/ Joseph A. Hedal
                                        ----------------------
                                        Joseph A. Hedal
                                        General Counsel