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                         [LATHAM & WATKINS LETTERHEAD]

                                 April 6, 2000





The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Pleasanton, CA 94588

               Re:      The Cooper Companies, Inc.
                        24,586 shares of Common Stock, par value $.10 per share

Ladies/Gentlemen:

                  In connection with the registration of 24,586 shares of common
stock, par value $.10 per share, (the "Shares") of The Cooper Companies, Inc.
(the "Company") issued to certain stockholders of the Company, and 24,586 rights
(the "Rights") to acquire 245.86 shares of Series A Junior Participating
Preferred Stock of the Company attached to the Shares, under the Securities Act
of 1933, as amended, on Form S-3 filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.

                  In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares and the attached Rights. In addition, we have made such legal and
factual examinations and inquiries as we have deemed necessary or appropriate
for purposes of this opinion.






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The Cooper Companies, Inc.
     The Cooper Companies, Inc.
     April 6, 2000
     Page 2





                  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

                  We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.

                  We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware,
including statutory and reported decisional law thereunder, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.

                  Subject to the foregoing, it is our opinion that, as of the
date hereof:

                  1. The Shares have been duly authorized and are validly
issued, fully paid and nonassessable.

                  2. The Rights have been duly authorized and, assuming the
Shares bear the legend required by the Rights Agreement dated as of October 29,
1997 between The Cooper Companies, Inc. and American Stock Transfer & Trust
Company, are validly issued.

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

                                       Very truly yours,


                                       /s/ Latham & Watkins










