Exhibit 5




                                December 6, 1999





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

         Re:  REGISTRATION STATEMENT ON FORM S-3
         ---  ----------------------------------

Ladies and Gentlemen:

         At your request, we have examined the form of 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 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering the sale of
certain shares of Class A Common Stock of the Company (the "Common Stock") by
the securityholders set forth therein. We are familiar with the proceedings
taken and proposed to be taken in connection with the issuance and sale of the
securities in the manner set forth in the Registration Statement. Subject to
completion of the proceedings contemplated in connection with the foregoing
matters, we are of the opinion that all of the Common Stock to be sold pursuant
to the Registration Statement has been duly authorized and, when issued and sold
in the manner set forth in the Registration Statement will, upon such issuance
and sale, be validly and legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto.

                                                     Respectfully submitted,


                                                     /s/ RUTAN & TUCKER, LLP