1

                                                                 Exhibit 5.1




                                   July 30, 1996


Aware, Inc.
One Oak Park
Bedford, Massachusetts 01730

Ladies and Gentlemen:

     We are familiar with the Registration Statement on Form S-l, Registration
No. 333-6807 filed by Aware, Inc., a Massachusetts corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"). The Registration Statement relates to
the proposed public offering by the Company of 3,910,000 shares (the "Shares")
of its Common Stock, $0.01 par value per share ("Common Stock"), to be issued by
the Company. (The foregoing number of Shares assumes exercise in full of the
over-allotment option described in the Registration Statement.)

     We are familiar with the Company's Articles of Organization and all
amendments thereto, its By-Laws and all amendments thereto, records of meetings
and consents of its Board of Directors and of its stockholders provided to us by
the Company, and its stock records. In addition, we have examined and relied on
the originals or copies certified or otherwise identified to our satisfaction of
all such corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinions expressed below.

     Based on the foregoing, it is our opinion that the Company has corporate
power adequate for the issuance of the Shares in accordance with the
Registration Statement. The Company has taken all necessary corporate action
required to authorize the issuance and sale of the Shares. When certificates for
the Shares have been duly executed and countersigned, and delivered against due
receipt of consideration therefor as described in the Registration Statement,
the Shares will be legally issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the incorporated reference to us under the heading "Legal
Matters" in the prospectus forming part of the Registration Statement.

                                   Very truly yours,

                                   FOLEY, HOAG & ELIOT LLP



                                   By: /s/ Robert L. Birnbaum
                                       ----------------------
                                       A Partner