Exhibit 5

                               BINGHAM DANA LLP
                              150 Federal Street
                               Boston, MA 02110


                                December 9, 1999

Kopin Corporation
695 Myles Standish Boulevard
Taunton, Massachusetts  02780-1042

  Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

  This opinion is furnished in connection with the registration, pursuant to a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), to be filed with the Securities and Exchange Commission on December
9, 1999 (the "Registration Statement"), of 550,000 shares (the "Shares") of
common stock, par value $0.01 per share (the "Common Stock"), of Kopin
Corporation, a Delaware corporation (the "Company"), which are or will be
issuable to employees, directors, consultants and advisors of the Company upon
the exercise of options granted pursuant to the Company's 1992 Stock Option
Plan, as amended (the "1992 Plan").

  We have acted as counsel to the Company in connection with the foregoing
registration of the Shares.  We have examined and relied upon originals or
copies of such records, instruments, certificates, memoranda and other documents
as we have deemed necessary or advisable for purposes of this opinion and have
assumed, without independent inquiry, the accuracy of those documents.  In that
examination, we have assumed the genuineness of all signatures, the conformity
to the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing such documents.  We have
further assumed that all options granted or to be granted pursuant to the 1992
Plan were or will be validly granted in accordance with the terms of the 1992
Plan and that all Shares to be issued upon exercise of such options will be
issued in accordance with the terms of such options and the 1992 Plan.

  This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.

  Based upon and subject to the foregoing, we are of the opinion that, upon the
issuance and delivery of the Shares in accordance with the terms of such options
and the 1992 Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.

  We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

                                     Very truly yours,

                                     /s/ Bingham Dana LLP

                                     BINGHAM DANA LLP