1

                                   EXHIBIT 5.1


                                                         October 23, 1996


C.P. Clare Corporation
430 Bedford Street
Lexington, MA 02173

     Re: C.P. Clare Corporation
         1995 Stock Option and Incentive Plan
         ------------------------------------

Ladies and Gentlemen:

     This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of the
Common Stock, par value $0.01 per share (the "Shares"), of C.P. Clare
Corporation (the "Company") which may be issued upon the exercise of options
granted under the Company's 1995 Stock Option and Incentive Plan (the "Option
Plan").

     We have acted as counsel to the Company in connection with the preparation
of the Option Plan and the registration of the Shares under the Act. We have
examined the Amended and Restated Articles of Organization and the By-Laws of
the Company; such records of proceedings of the Company's Board of Directors as
we have deemed material; a Registration Statement on Form S-8 under the Act
relating to the Shares (the "Registration Statement"); and such other
certificates, records, instruments 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 jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.

     Based upon and subject to the foregoing, we are of the opinion that upon
the issuance and delivery of the Shares against payment therefor in accordance
with the terms of the Registration Statement, the Option Plan and the option
agreements under the Option Plan, the Shares will be legally issued, fully paid
and non-assessable shares of the Company's Common Stock.

     The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act, applicable requirements of state laws regulating
the offer and sale of securities and applicable requirements of the National
Association of Securities Dealers, Inc.

     We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the use of our name in the Registration
Statement and the filing of this opinion with the Registration Statement.

                                            Very truly yours,

                                            /s/ Goodwin, Procter & Hoar LLP

                                            GOODWIN, PROCTER & HOAR LLP