EXHIBIT 5.1

                                                               BINGHAM MCCUTCHEN


                                September 12, 2002

Wave Systems Corp.
480 Pleasant Street
Lee, MA 01238

Re: REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have acted as counsel for Wave Systems Corp., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 1,700,000 shares of Class A common stock, $0.01
par value per share, of the Company (the "Shares"), to be offered by a certain
stockholder of the Company (the "Selling Stockholder"), pursuant to a
Registration Statement on Form S-3, filed by the Company with the Securities and
Exchange Commission on September 12, 2002.

     We have reviewed the corporate proceedings of the Company with respect to
the authorization of the issuance of the Shares. We have also examined and
relied upon originals or copies of such agreements, instruments, corporate
records, certificates and other documents as we have deemed necessary or
appropriate as a basis for the opinions hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures, the conformity
to the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form,
and the legal competence of each individual executing any document. We have
further assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied.

     Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully paid and
non-assessable.

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



                                       Very truly yours,



                                       BINGHAM MCCUTCHEN LLP