March 24, 1998


Patriot Scientific Corporation
10989 Via Frontera
San Diego, California 92127

Re:      Registration Statement on Form S-8; 1996 Stock Option Plan

Ladies and Gentlemen:

We are  counsel  for  Patriot  Scientific  Corporation,  a Delaware  corporation
("Patriot"),  in connection with the preparation of a Registration  Statement on
Form S-8 (the  "Registration  Statement") of which this opinion is a part, to be
filed  with the  Securities  and  Exchange  Commission,  for the sale by certain
selling security holders (the "Selling Security Holders") of 1,850,000 shares of
Patriot's common stock,  $.00001 par value (the "Common  Stock"),  issuable upon
the exercise of stock options granted by Patriot to the Selling Security Holders
pursuant to Patriot's 1996 Stock Option Plan (the "Plan").

For  purposes of  rendering  this  opinion,  we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination,  we have examined,  among other things,  originals and copies,
certified or  otherwise,  identified  to our  satisfaction,  of such  documents,
corporate  records  and  other  instruments  as  we  have  deemed  necessary  or
appropriate.  For  the  purposes  of such  examination  , we  have  assumed  the
genuineness  of all  signatures  on original  documents  and the  conformity  to
original documents of all copies submitted to us.

On the basis of and in reliance upon the foregoing  examination and assumptions,
we are of the opinion that assuming the Registration Statement shall have become
effective  pursuant to the provisions of the Securities Act of 1933, as amended,
the  shares  of  Common  Stock  being  offered  under  the Plan  when  issued in
accordance with the  Registration  Statement and the provisions of the Plan will
be validly issued, fully paid and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  Exhibit  to  the
Registration  Statement  and to the  reference  to this firm  under the  caption
"Legal Matters" in the Prospectus included in the Registration Statement.

Very truly yours,



LUCE, FORWARD, HAMILTON & SCRIPPS LLP