EXHIBIT 5.1

                   [Letterhead of GOODWIN, PROCTOR & HOAR LLP]

                                October 17, 1996



Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079

         Re:      Legality of Securities to be Registered Under
                  Registration Statement on Form SB-2
                  File No. 333-10655
                  ----------------------------------

Ladies and Gentlemen:

        This opinion is furnished in connection with the filing of a
Registration Statement on Form SB-2, File No. 333-10655 (the "Registration
Statement"), pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), of 850,000 shares (the "Shares") of common stock, par value $.001 per
share (the "Common Stock"), of Stocker & Yale, Inc., a Massachusetts
corporation, (the "Company"), that are being registered by the Company for its
account.

        In connection with rendering this opinion, we have examined the Articles
of Organization of the Company, as amended and restated to the date hereof and
on file with the Massachusetts Secretary of State; the By-laws of the Company;
such records of the corporate proceedings of the Company as we deem appropriate
for the purposes of this opinion; the Registration Statement and the exhibits
thereto.

        We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the federal laws of the United States of America and the laws of The
Commonwealth of Massachusetts.

        Based upon the foregoing, we are of the opinion that when and as the
Shares have been issued and paid for, such Shares will be duly authorized,
validly issued and fully paid and non-assessable.

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




        We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Goodwin, Procter & Hoar LLP

                                            GOODWIN, PROCTER & HOAR  LLP