[LOGO] FOLEY                                                         Exhibit 5.1
       HOAG LLP
       ATTORNEYS AT LAW


June 27, 2003




Aware, Inc.
40 Middlesex Turnpike
Bedford, Massachusetts 01730

     Re:     Aware, Inc. 2001 Nonqualified Stock Plan

Ladies and Gentlemen:

     We are familiar with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Aware, Inc., a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the offering by the Company of up to 5,000,000 shares (the
"Shares") of its common stock, par value $0.01 per share, issuable upon exercise
of stock options and pursuant to other awards to be granted pursuant to the
Aware, Inc. 2001 Nonqualified Stock Plan (the "Plan").

     In arriving at the opinion expressed below, we have examined and relied on
the articles of organization of the Company, as amended to date, the by-laws of
the Company, as amended to date, the records of meetings and consents of the
Board of Directors and stockholders of the Company provided to us by the
Company, the Registration Statement and the Plan.

     In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such examination of law, as we have deemed appropriate
as a basis for the opinion expressed below. This opinion is limited solely to
the laws of The Commonwealth of Massachusetts as applied by courts located in
Massachusetts.

     We assume that all Shares to be issued upon exercise of options or pursuant
to other awards granted pursuant to the Plan will be issued in accordance with
the terms of the Plan and that the purchase price of the Shares, or the value of
other consideration received or to be received by the Company for the award of
Shares, will be greater than or equal to the par value per share of the Shares.

     Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued and delivered upon the exercise of options or pursuant to other
awards duly granted pursuant to the Plan and against the receipt of the purchase
price or other consideration therefor, will be validly issued, fully paid and
nonassessable.



June 27, 2003
Page 2


     This opinion is to be used only in connection with the offer and sale of
the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission.



                                                Very truly yours,

                                                FOLEY HOAG LLP



                                          By: /s/ William R. Kolb
                                              ------------------------
                                              a Partner


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