Exhibit 5.1

                                  ROPES & GRAY
                             ONE INTERNATIONAL PLACE
                        BOSTON, MASSACHUSETTS 02110-2624
                                 (617) 951-7000
                               FAX: (617) 951-7050


                                                              August 8, 2000



Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 01440


         Re:   Registration Statement (No. 333-35884) on Form S-3

Ladies and Gentlemen:

         This opinion is being furnished to you in connection with a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
by Amendment No.1 thereto, for the registration of 1,255,261 shares (the
"Shares") of Common Stock, $.01 par value, of Precision Optics Corporation,
Inc., a Massachusetts corporation (the "Company").

         We have acted as counsel for the Company in connection with the
preparation of the Registration Statement, the issuance and sale of certain of
the Shares and the issuance of warrants (the "Warrants") exercisable for the
balance of the Shares. For purposes of this opinion, we have examined and relied
upon such documents, records, certificates and other instruments as we have
deemed necessary.

         We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than The Commonwealth
of Massachusetts.

         Based on the foregoing, we are of the opinion that the Shares that have
been issued and sold as of the date of this letter are duly authorized, validly
issued, fully paid and nonassessable, and that the Shares that are issuable upon
exercise of the Warrants have been duly authorized and, if and when any such
Shares are issued and the Company has received the exercise price therefor in
accordance with the terms of the applicable Warrant, such Shares will be validly
issued, fully paid and nonassessable.






Precision Optics Corporation, Inc.     -2-                        August 8, 2000

         We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters."

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

                                                     Very truly yours,

                                                     /s/ Ropes & Gray

                                                     Ropes & Gray