EXHIBIT 5.1

                                 May 19, 1999



Uniphase Corporation
210 Baypointe Parkway
San Jose, CA  95134

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on 
Form S-3 filed by Uniphase Corporation, a Delaware corporation (the 
"Company"), with the Securities and Exchange Commission on May 19, 
1999 (the "Registration Statement") relating to the registration under 
the Securities Act of 1933, as amended, of up to the number of shares 
of the Company's common stock, $0.001 par value per share, registered 
pursuant to the Registration Statement (the "Stock"). 

As counsel to the Company, we have examined the proceedings taken 
by the Company in connection with the registration of the shares of the 
Stock.

It is our opinion that, when issued, the shares of Stock that may be sold 
pursuant to the Registration Statement will be legally and validly issued, 
fully paid and nonassessable. 

We consent to the use of this opinion as an exhibit to the 
Registration Statement and further consent to all references to us in 
the Registration Statement, the prospectus constituting a part thereof 
and any amendments thereto.

                                     Very truly yours,


                                    /s/ Morrison & Foerster LLP