GOODWIN, PROCTER & HOAR LLP COUNSELLORS AT LAW EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 TELEPHONE (617) 570-1000 TELECOPIER (617) 523-1231 October 24, 1996 Stocker & Yale, Inc. 32 Hampshire Road Salem, New Hampshire 03079 Re: Stocker & Yale, Inc. 1996 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 150,000 shares (the "Shares") of common stock, par value $.001 per share (the "Common Stock"), of Stocker & Yale, Inc. (the "Company") which may be issued pursuant to awards granted under the Company's 1996 Stock Option and Incentive Plan (the "Plan"). We have acted as counsel to the Company in connection with the registration of the Shares under the Act. We have examined the Amended and Restated Articles of Incorporation and the Amended and Restated By-laws of the Company; such records of the corporate proceedings of the Company as we deemed necessary; a registration statement on Form S-8 under the Act relating to the Shares (the "Registration Statement"); and such other certificates, receipts, records 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 the foregoing, we are of the opinion that upon the issuance and delivery of, and payment for, the Shares in accordance with the terms of the Registration Statement, the Plan and the option agreements entered into pursuant to the Plan, the Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock. The foregoing opinion assumes that all requisite steps will be taken to comply with the requirements of the Act and applicable requirements of state laws regulating the offer and sale of securities. The foregoing opinion further assumes that the purchase price paid for the Shares is in excess of the par value thereof. GOODWIN, PROCTER & HOAR LLP Stocker & Yale October 24, 1996 Page 2 We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. Very truly yours, /s/ Goodwin, Procter & Hoar LLP GOODWIN, PROCTER & HOAR LLP 289938.c1