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                                                                     EXHIBIT 5.1




                                        October 6, 1998



AAi.FosterGrant, Inc.
500 George Washington Highway
Smithfield, RI 02917

Ladies and Gentlemen:

         We have acted as counsel for AAi.FosterGrant, Inc., a Rhode Island
corporation, ("AAi") in connection with the Registration Statement on Form S-4
(the "Registration Statement") filed by AAi with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the issuance by AAi of $75,000,000 aggregate principal amount of its
10 3/4% Senior Notes due 2006 (the "Exchange Notes"). The Exchange Notes are to
be offered by AAi in exchange for $75,000,000 aggregate principal amount of its
outstanding 10 3/4% Senior Notes due 2006 (the "Notes").

         We have examined the Registration Statement, the Indenture dated as of
July 21, 1998 between AAi, the Guarantors (as defined therein) and IBJ Schroder
Bank & Trust Company, as trustee, (the "Trustee") which has been filed with the
Commission as an exhibit to the Registration Statement. In addition, we have
examined, and have relied as to matters of fact upon, the originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives of
AAi, and have made such other and further investigations, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that, have been duly 
authorized and, the Exchange Notes, when executed and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Notes as contemplated in the Registration 

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AAi.FosterGrant, Inc.
October 6, 1998
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Statement and the Indenture, will constitute valid and legally binding
obligations of AAi, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

         We are members of the Bar of the State of Rhode Island and we do not
express any opinion herein concerning any law other than the law of the State of
Rhode Island and the federal law of the United States.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein. This opinion is rendered to you in 
connection with the Registration Statement and, except as consented to in the 
preceding sentence, may not be relied upon or furnished to any other person in 
any context. In giving such consent, we do not thereby admit that we are within 
the category of persons whose consent is required under Section 7 of the 
Securities Act or the rules and regulations of the Securities and Exchange 
Commission thereunder.




                                      Very truly yours,


                                      /s/ Hinckley, Allen & Snyder