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                                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

                                      























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