                                                                     EXHIBIT 5.1
                                                                     ___________


              [Sheppard, Mullin, Richter & Hampton LLP Letterhead]



April 18, 2003



STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016


                  Re:  Registration Statement on Form S-8
                       __________________________________

Ladies and Gentlemen:

         We have acted as special counsel to STAAR Surgical Company,  a Delaware
corporation  (the  "Company"),  in connection with the  registration on Form S-8
(the "Registration  Statement") under the Securities Act of 1933, as amended, of
2,140,261  shares of the Company's  common stock reserved for issuance under the
1998 STAAR Surgical Company Stock Plan, as amended (the "Plan").

         This opinion is being furnished in accordance with the  requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

         We  have  reviewed  the Company's  charter  documents and the corporate
proceedings taken by the Company with respect to the establishment and amendment
of the Plan.  With  respect to the  foregoing  documents,  we have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified  or  reproduced  copies.  As to  matters  of fact,  we are  relying on
certificates  of  certain  officers  of the  Company  and upon  certificates  of
government officials, all without independent verification.

         Based on such review,  we are of the opinion that,  if, as and when the
shares of the Company's common stock are issued and sold (and the  consideration
therefor  received)  pursuant  to the  provisions  of the Plan and  stock  award
agreements  duly  authorized   under  the  Plan,  and  in  accordance  with  the
Registration  Statement,  such shares will be duly  authorized,  legally issued,
fully paid and nonassessable.

         We consent to the filing of this  opinion  letter as Exhibit 5.1 to the
Registration Statement.

         This opinion  letter is rendered as of the date first written above and
we disclaim  any  obligation  to advise you of facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by

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April 18, 2003
Page 2



implication or otherwise,  as to any other matters relating to the Company,  the
Plan, or the shares of the Company's common stock issuable under the Plan.


                                      Respectfully submitted,


                                      /s/ Sheppard Mullin Richter & Hampton LLP
                                      _________________________________________
                                      Sheppard Mullin Richter & Hampton LLP

