EXHIBIT 5


                                                                July 2, 1999


Board of Directors
Focus Enhancements, Inc.
600 Research Drive
Wilmington, Massachusetts 01887


Re:  Registration  Statement on Form S-3 of 402,796 shares of Common Stock,  par
     value $0.01 per share


Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended (the "Act"), by Focus Enhancements, Inc., a Delaware corporation (the
"Company"), of 402,796 shares (the "Registered Shares") of its Common Stock, par
value $.01 per share ("Common Stock"),  all of which Registered Shares are to be
offered for the account of certain  selling  stockholders  of the  Company,  the
following  opinion  is  furnished  to you to be filed  with the  Securities  and
Exchange   Commission  (the   "Commission")   as  Exhibit  5  to  the  Company's
registration statement on Form S3 (the "Registration Statement") under the Act.

         To the  extent  that  any of the  Registered  Shares  have not yet been
issued,  I assume that at the time of the  issuance of such  Registered  Shares,
there will exist, under the Company's  Certificate of Incorporation,  as amended
(the  "Certificate"),  the requisite number of authorized shares of Common Stock
for such issuance which are unissued,  or held as treasury  shares,  and are not
otherwise reserved for issuance.

         I am General  Counsel and  Secretary of the Company and I have examined
originals or copies,  certified or otherwise  identified to my satisfaction,  of
the  Registration  Statement,  the  Certificate  and the by-laws of the Company,
certain Action of the Board of Directors by Unanimous  Written  Consent dated as
of February  22,  1999,  certain  Action of the Board of  Directors by Unanimous
Written  Consent  dated as of July 29,  1999 and such other  corporate  records,
certificates  and  statements of officers and  accountants of the Company and of
public  officials  and  other  documents  as  I  have  considered  necessary  or
appropriate in order to furnish the opinion hereinafter set forth.

         This   opinion  is  limited  to  the  laws  of  the   Commonwealth   of
Massachusetts  and I express  no  opinion  with  respect to the law of any other
jurisdiction.

         Based upon and subject to the  foregoing,  I hereby advise you that, in
my  opinion,  (i) those  Registered  Shares that have been issued as of the date
hereof were duly  authorized and have been validly issued and are fully paid and
nonassessable and (ii) those Registered Shares that may be issued after the date




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hereof shall be, upon such  issuance,  duly  authorized  and validly  issued and
shall be fully paid and nonassessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving this  consent,  I do not hereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission  promulgated  thereunder.
This  opinion  may not be  referred  to or used for any other  purpose or in any
other context or otherwise  relied upon by any other person or entity without my
express written consent.


                                                    Respectfully,



                                                    /s/ Christopher P. Ricci
                                                    Christopher P. Ricci
                                                    Sr. V.P. & General Counsel