Exhibit 5
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019
Telephone 212 603-2000
Fax 212 603-2001
New York, New York
April 3, 1996
Photronics, Inc.
1061 East Indiantown Road
Jupiter, Florida 33477
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Photronics, Inc., a
Connecticut corporation (the "Registrant"), in connection
with the preparation and filing with the Securities and
Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), with
respect to the registration under the Securities Act of
1933, as amended (the "Act"), of 600,000 shares of the
Registrant's common stock, $.01 par value per share (the
"Shares"), issuable upon the exercise of options (the
"Options") granted or to be granted pursuant to the
Company's 1996 Stock Option Plan (the "Plan").
For purposes of this opinion we have examined the
Registration Statement and the Prospectus, the Certificate
of Incorporation and the By-Laws of the Registrant, the
Plan and such other documents, records, agreements,
proceedings and legal matters as we have deemed necessary
to examine. With respect to any documents, records or
agreements (collectively, the "Documents") that we have
examined, we have assumed the genuineness of all signatures
on, and the authenticity of, all Documents submitted to us
as originals, and the conformity to the originals of all
Documents submitted to us as certified or photostatic
copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly
incorporated, validly existing and in good standing under
the laws of the State of Connecticut.
2. The Shares included in the Registration
Statement that are to be issued upon the exercise of the
Options granted or to be granted pursuant to the Plan will
be duly authorized and validly issued, and fully paid and
non-assessable when the Options shall have been properly
exercised and the exercise price shall have been paid for
the Shares in accordance with the terms of the Plan.
We are members of the Bar of the State of New
York and do not hold ourselves out as experts concerning,
or qualified to render opinions with respect to, any laws
other than the laws of the State of New York and the
federal laws of the United States of America. Insofar as
our opinion concerns Connecticut law, we have relied upon
the opinion of Jeffrey P. Moonan, Senior Vice President and
General Counsel of the Registrant.
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Reid & Priest LLP