EXHIBIT 5.1

                [Letterhead of Goodwin, Procter & Hoar  LLP]




                             November 21, 2000



StockerYale, Inc.
32 Hampshire Road
Salem, New Hampshire  03079

Ladies and Gentlemen:

        This opinion is furnished in our capacity as counsel to StockerYale,
Inc., a Massachusetts corporation (the "Company"), in connection with the
registration, pursuant to the Securities Act of 1933 (the "Securities Act"),
of [973,194] shares (the "Shares") of common stock, par value $0.001 per share,
of the Company.

        In connection with rendering this opinion, we have examined the
Articles of Organization and the Bylaws of the Company, each as amended to
date; such records of the corporate proceedings of the Company as we have
deemed material; a registration statement on Form S-3 under the Securities
Act relating to the Shares and the prospectus contained therein; and such
other certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion.

        We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and The Commonwealth of
Massachusetts.

        Based upon the foregoing, we are of the opinion that the Shares are
duly authorized, legally issued, fully paid and nonassessable by the Company
under the Massachusetts Business Corporation Law.

        The foregoing assumes that all requisite steps will be taken to
comply with the requirements of the Securities Act and applicable
requirements of state laws regulating the offer and sale of securities.

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

                                              Very truly yours,


                                              /s/ Goodwin, Procter & Hoar LLP


                                              GOODWIN, PROCTER & HOAR  LLP