EXHIBIT 5.1

                       [Letterhead of Goodwin Procter LLP]

                                    March 5, 2002


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, as amended (the
"Securities Act"), of 1,488,754 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 under the
Massachusetts Business Corporation Law (which includes applicable provisions of
the Massachusetts Business Corporation Law and the Massachusetts Constitution).

         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 LLP


                                                    GOODWIN PROCTER LLP