Exhibit 5.1

July 25, 2006

Precision Optics Corporation, Inc.

22 East Broadway

Gardner, Massachusetts 01440

Re:Registration Statement on Form SB-2

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form SB-2 (the “Registration Statement”), filed today with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 8,450,000 shares of common stock, $0.01 par value (“Common Stock”), of Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”). The Common Stock is being registered to permit the secondary trading of such securities by the holders thereof from time to time after the effective date of the Registration Statement.

We have acted as counsel for the Company in connection with its issuance and sale of the shares of Common Stock and the preparation of the Registration Statement. For purposes of this opinion, we have examined and relied upon a signed copy of the Registration Statement and such other documents, records, certificates and instruments as we have deemed necessary.

The opinions expressed below are limited to matters governed by the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America.

Based on the foregoing, we are of the opinion that the shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessable.

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 of Common Stock while the Registration Statement is in effect.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP