Toronto Stock Exchange
                                                                   March 4, 1998
                                                                          Page #

                                September 1, 1998

The Board of Directors
TLC The Laser Center Inc.
5600 Explorer Drive, Suite 301
Mississauga, Ontario  L4W 4Y2

Dear Sirs:

Re:   TLC The Laser Center Inc.: 20/20 Laser Centers, Inc. Stock Option Plan and
      Individual Stock Option Agreements

      I am in-house General Counsel for TLC The Laser Center Inc. (the
"Company") with respect to the Company's Registration Statement on Form S-8,
filed by the Company with the U.S. Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 584,668 common shares of the Company, no par value (the
"Shares"). The Shares will be issued by the Company upon the exercise of certain
stock option agreements under the 20/20 Laser Centers, Inc. 1995 Stock Option
Plan and other individual stock option agreements (the "Stock Option
Agreements").

      As counsel to the Company, I have examined the Company's Certificate and
Articles of Incorporation, as amended, and such records, certificates and other
documents of the Company, as I have considered necessary or appropriate for the
purpose of this opinion.

      I assume that, prior to the issuance of any Shares to which the
Registration Statement relates, appropriate action will be taken to register and
qualify such Shares for sale, to the extent necessary, under any state
securities laws.

      My opinions are limited to the laws of the Province of Ontario, including
the federal laws applicable therein, in each case as in effect on the date
hereof. Based upon and subject to the foregoing, I am of the opinion that the
584,668 Shares issuable upon the exercise of options granted under Stock Option
Agreements, when issued or delivered and paid for in accordance with the terms
of the Stock Option Agreements, will be validly issued, fully paid and
non-assessable shares.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this opinion in the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of persons whose consent is required under section 7 of the Act, or the
General Rules and Regulations thereunder.

                                    Yours very truly,


                                    /s/ Ronald J. Kelly
                                    --------------------
                                        Ronald J. Kelly