Exhibit 5.1
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              [Sheppard, Mullin, Richter & Hampton LLP Letterhead]



December 12, 2003

STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016

                  Re:   Registration Statement on Form S-8
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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 4,508,481 shares (the "Shares") of the Company's  common stock,  par
value $0.01 per share (the "Common  Stock"),  reserved  for  issuance  under the
STAAR Surgical Company 2003 Omnibus Equity Incentive Plan and certain individual
benefit plans (the "Plans").  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.  We also have
obtained  from the officers of the Company  certificates  as to certain  factual
matters and, insofar as this opinion is based on matters of fact, we have relied
on such certificates without independent investigation.

                  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 the stock option agreements
provided for under the Plans, and in accordance with the Registration Statement,
such 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,
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
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                                     Sheppard, Mullin, Richter & Hampton LLP