EXHIBIT 5

                      [LETTERHEAD OF RUTAN & TUCKER, LLP]


                               January 30, 1998

Premier Laser Systems, Inc.
3 Morgan
Irvine, California 92618

Ladies and Gentlemen:

     We are rendering this opinion in connection with the Registration Statement
on Form S-3 (the "Registration Statement") to be filed by Premier Laser Systems,
Inc. (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to certain outstanding shares of the Company's
Class A Common Stock, no par value, and to shares of Class A Common Stock and
Class B Warrants issuable upon the exercise of certain outstanding warrants and
options, as described in the Registration Statement.

     We have acted as counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the securities in
the manner set forth in the Registration Statement. We have examined such
documents as we consider necessary to render this opinion.

     Based on the foregoing, we are of the opinion that the securities described
above, including those to be issued in the manner set forth in the Registration 
Statement, have been duly authorized, and upon issuance in the manner described 
therein, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.


                                            Sincerely,

                                            /s/ RUTAN & TUCKER, LLP
                                            RUTAN & TUCKER, LLP