EXHIBIT 5.1

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

                                                              August 1, 2002


Precision Optics Corporation, Inc.
22 East Broadway Street
Gardner, Massachusetts 01440

Ladies and Gentlemen:

         This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, for the registration of 675,000 shares of Common Stock,
$0.01 par value per share (the "Shares"), of Precision Optics Corporation, Inc.,
a Massachusetts corporation (the "Company"), issuable pursuant to awards granted
under the Company's 1997 Incentive Plan (the "Plan").

         We have acted as counsel to the Company in connection with the
preparation of the Registration Statement and the Plan and the issuance of
awards under the Plan. For purposes of this opinion we have examined and relied
upon such documents, records, certificates and other instruments as we have
deemed necessary and appropriate.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares have been issued and sold, and the
consideration therefor has been received by the Company, in accordance with the
terms of the Plan, such Shares will be validly issued, fully paid and
nonassessable.

         We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.

         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