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EXHIBIT 5
[Letterhead]
October 12, 2000
STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016
Re: Registration Statement on Form S-3
Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about October 12, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,500,000 shares of your common
stock (the "Shares"). As your legal counsel, we have examined the proceedings
taken by you in connection with the issuance and sale of the Shares.
It is our opinion that the Shares have been legally issued and are fully
paid and non-assessable.
We consent to the use of this opinion as an exihibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
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Very truly yours,
POLLET & RICHARDSON
A LAW CORPORATION
BY: /S/ ERICK E. RICHARDSON
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Erick E. Richardson
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