<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>a9-19ex5.txt
<TEXT>
                                                                       Exhibit 5

                           WEIL, GOTSHAL & MANGES LLP
                         A LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                  212-310-8000
                               (FAX) 212-310-8007



                               September 19, 2001



CopyTele, Inc.
900 Walt Whitman Road
Melville, New York  11747

Ladies and Gentlemen:

                  We have acted as counsel to CopyTele, Inc. (the "Corporation")
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") filed by the Corporation with the Securities and
Exchange Commission on the date hereof with respect to 5,000,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation
being registered in connection with the CopyTele, Inc. 2000 Share Incentive Plan
(the "Plan").

                  In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement, the
Plan and such corporate records, agreements, documents and other instruments and
such certificates or comparable documents of public officials and of officers
and representatives of the Corporation, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

                  In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Corporation.

                  Based upon the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the 5,000,000 shares of Common Stock
being registered pursuant to the Registration Statement have been duly
authorized and, when issued and delivered upon receipt by the Corporation of

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consideration constituting lawful consideration under Delaware law in accordance
with the Plan, will be validly issued, fully paid and non-assessable.

                  We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission as an exhibit to the Registration
Statement and to any and all references to our firm in the Prospectus which is a
part of the Registration Statement.

                                Very truly yours,


                                /s/ WEIL, GOTSHAL & MANGES LLP

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