EXHIBIT 5.1
                                                                     ___________


             [Sheppard, Mullin, Richter & Hampton LLP Letterhead]



April 18, 2003



STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016


            Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

            We have acted as  special  counsel to STAAR  Surgical  Company,  a
Delaware  corporation (the "Company"),  in connection with the registration on
Form S-8 (the  "Registration  Statement") under the Securities Act of 1933, as
amended,  of 200,000 shares (the "Shares") of the Company's  common stock, par
value $0.01 per share (the "Common  Stock"),  reserved for issuance  under the
1995 STAAR Surgical  Company  Consultant  Stock Plan, as amended (the "Plan").
This opinion is being furnished in accordance with the  requirements of Item 8
of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

            We have reviewed the Company's charter documents and the proceedings
taken by the Company's Board of Directors with respect to the  establishment and
amendment of the Plan. With respect to the foregoing documents,  we have assumed
the genuineness of all signatures,  the authenticity of all documents  submitted
to us as originals and the conformity to originals of all documents submitted to
us as certified or reproduced  copies.  As to matters of fact, we are relying on
certificates  of  certain  officers  of the  Company  and upon  certificates  of
government officials, all without independent verification.

            Based on the foregoing  review,  it is our opinion that,  if, as and
when the Shares are issued and sold (and the  consideration  therefor  received)
pursuant  to the  provisions  of the  Plan  and  stock  option  agreements  duly
authorized  under the Plan, and in accordance with the  Registration  Statement,
the Shares will be legally issued, fully paid and nonassessable.

            We consent to the filing of this opinion  letter as Exhibit 5.1 to
the Registration Statement.

            We express no  opinion  as to matters  governed  by any laws other
than the Delaware General  Corporation  Law, the applicable  provisions of the
Delaware   Constitution   and  reported   decisions  of  the  Delaware  courts
interpreting these laws.

            This  opinion  letter is  rendered  as of the date  first  written
above and we disclaim any  obligation  to advise you of facts,  circumstances,
events or  developments  which  hereafter  may be brought to our attention and
which may alter,  affect or modify the opinion expressed  herein.  Our opinion
is expressly limited to the matters set forth above and we render no opinion,



April 18, 2003
Page 2



whether by  implication  or otherwise,  as to any other matters  relating to the
Company,  the Plan, or the shares of the Company's  Common Stock  issuable under
the Plan.


                                      Respectfully submitted,



                                      /s/ Sheppard Mullin Richter & Hampton LLP
                                      _________________________________________
                                      Sheppard Mullin Richter & Hampton LLP