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[LETTERHEAD OF POLLET & RICHARDSON]
September 14, 2000
STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016
Re: 1998 STAAR Surgical Company Stock Plan
Ladies and Gentlemen:
We have acted as counsel to STAAR Surgical Company (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, par value $0.01 (the
"Shares"), which may be issued upon exercise of options granted in connection
with the above-referenced plan (the "Plan"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and proposed issuance of the Shares, the
Articles of Incorporation of the Company and all amendments thereto, the Bylaws
of the Company and all amendments thereto, and such other documents and matters
as we have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares, when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Delaware General Corporation Code.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the leading "Interests of
Named Experts and Counsel" in the registration statement.
POLLET & RICHARDSON
A LAW CORPORATION
By: /s/ Erick E. Richardson
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Erick E. Richardson
