Tyler Cooper & Alcorn
                       205 Church Street
                         P.O. Box 1936
                    New Haven, CT 06509-1910

February 14, 1997

Board of Directors
Sonics & Materials, Inc.
West Kenosia Avenue
Danbury, Connecticut 06810

RE:  Sonics & Materials, Inc.
     Registration Statement No. 33-96414, as amended

Dear Sirs and Madams:

     We have acted as counsel for Sonics & Materials, Inc. (the
"Company") in connection with the Company's proposed public
offering of up to 1,725,000 shares of Common Stock (underlying
the exercise of outstanding Class A Redeemable Common Stock
Purchase Warrants (the "Warrants")), and the proposed public
offering by certain selling securityholders of up to 100,000
Options (the "Selling Securityholder Options") to purchase shares
of Common Stock and Warrants (the "Selling Securityholder
Warrants"), 100,000 shares of Common Stock (underlying the
exercise of the Selling Securityholder Options), 100,000 Warrants
to purchase shares of Common Stock (underlying the exercise of
the Selling Securityholder Options), and 100,000 shares of Common
Stock (underlying the exercise of the Selling Securityholder
Warrants) (collectively, the "Securities").

     We have examined and are familiar with the originals or
copies, certified or otherwise identified to our satisfaction, of
pertinent documents, corporate records and other instruments
relating to the issuance of the Securities and other actions and
proceedings relating thereto.  In rendering this opinion, we have
assumed that there will be no change in applicable law between
the date of this opinion and the date of issuance of the
Securities proposed to be issued and sold by the Company as
described in Registration Statement No. 33-96414, as amended, on
Form   SB-2 filed with the Securities and Exchange Commission
(the "Registration Statement").

     Based upon the foregoing, we are of the opinion that (i) the
shares of Common Stock proposed to be issued and sold by the
Company upon exercise of the Warrants, the Selling Securityholder
Options and the Selling Securityholder Warrants, when issued and
sold as described in the Registration Statement, will be legally
issued, fully paid and nonassessable, and (ii) the Selling
Securityholder Warrants proposed to be issued and sold by the
Company upon exercise of the Selling Securityholder Options, when
issued and sold as described in the Registration Statement, will
be binding obligations of the Company as set forth therein.

     The opinions expressed herein are only as to matters
governed by the corporate laws of the State of Delaware and
United States federal law.

     The opinions expressed herein are qualified to the extent
that the enforceability of the Selling Securityholder Warrants
may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer or other laws affecting creditors' rights
generally, by general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or law)
and the requirement that persons act reasonably and in good faith
and deal fairly.

     We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to us under
the caption "Legal Matters" in the Prospectus which forms a part
of the Registration Statement.

                              Very truly yours,
                              TYLER COOPER & ALCORN

                           By: /s/ Jon T. Hirschoff
                              -------------------------          
                              Jon T. Hirschoff, A Partner