1 JAMES W. SPINDLER COUNSELOR AT LAW 66 WESTON ROAD LINCOLN MASSACHUSETTS 01773 TEL: (617) 259-9832 FAX: (617) 259-9846 EXHIBIT 5 February 13, 1997 Spire Corporation One Patriots Park Bedford, Massachusetts 01730 Dear Sirs: I am acting as counsel to Spire Corporation (the "Company") in connection with the issuance from time to time of up to an aggregate of 300,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), under the Company's 1996 Equity Incentive Plan. The issuance of the Shares is being registered under the Securities Act of 1933, as amended, on a Registration Statement on Form S-8 (the "Registration Statement"). In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments and have made such other investigations as I have deemed necessary to enable me to express the opinion set forth below. On the basis of the foregoing and my review of such other matters as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, when certificates therefor have been duly executed and delivered and the consideration therefor paid pursuant to the terms of such Plan, will be validly issued, fully paid and non-assessable. I express no opinion on the laws of any jurisdiction other than the Business Corporation Law of the Commonwealth of Massachusetts. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/James W. Spindler ----------------------------------- James W. Spindler 8