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<SEC-DOCUMENT>0000912057-02-029545.txt : 20020801
<SEC-HEADER>0000912057-02-029545.hdr.sgml : 20020801
<ACCEPTANCE-DATETIME>20020801162053
ACCESSION NUMBER:		0000912057-02-029545
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20020801
EFFECTIVENESS DATE:		20020801

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRECISION OPTICS CORPORATION INC
		CENTRAL INDEX KEY:			0000867840
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				042795294
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-97525
		FILM NUMBER:		02717448

	BUSINESS ADDRESS:	
		STREET 1:		22 EAST BROADWAY
		CITY:			GARDNER
		STATE:			MA
		ZIP:			01440-3338
		BUSINESS PHONE:		9786301800

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRECISION OPTICS CORP INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2085358zs-8.txt
<DESCRIPTION>S-8
<TEXT>
<PAGE>

       As filed with the Securities and Exchange Commission on August 1, 2002.

                                               Registration No._______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       -----------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       PRECISION OPTICS CORPORATION, INC.
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  MASSACHUSETTS
- -------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2795294
- -------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                       22 EAST BROADWAY, GARDNER, MA 01440
- -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                               1997 INCENTIVE PLAN
- -------------------------------------------------------------------------------
                            (Full Title of the Plan)

                               JACK P. DREIMILLER
           SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                       PRECISION OPTICS CORPORATION , INC.
                                22 EAST BROADWAY
                          GARDNER, MASSACHUSETTS 01440
- -------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (978) 630-1800
- -------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                  Please send copies of all communications to:
                              PATRICK O'BRIEN, ESQ.
                                  ROPES & GRAY
                             ONE INTERNATIONAL PLACE
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 951-7000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

======================== ====================== ====================== ====================== ======================
<S>                      <C>                    <C>                    <C>                    <C>
                                                  Proposed Maximum       Proposed Maximum
Title of Securities to       Amount To Be        Offering Price Per     Aggregate Offering          Amount of
     be Registered          Registered (1)            Share (2)              Price (2)        Registration Fee (3)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock -           675,000 shares             $0.275-$12.50            $592,306                  $55
$.01 Par Value
======================== ====================== ====================== ====================== ======================

</TABLE>

(1) The Registrant previously registered 525,000 shares issuable pursuant to
awards granted under its 1997 Incentive Plan on October 29, 1999 by filing a
Registration Statement on Form S-8 (File No. 333-89989). This filing is solely
to register 675,000 additional shares which may be issued pursuant to awards
granted under the Registrant's 1997 Incentive Plan.

(2) Of the 675,000 shares to be registered hereunder, (a) 11,900 shares are
subject to options at an exercise price of $12.50 per share, (b) 25,000
shares are subject to options at an exercise price of $5.50 per share, (c)
10,000 shares are subject to options at an exercise price of $4.1875 per
share, (d) 28,400 shares are subject to options at an exercise price of $1.19
per share, (e) 25,000 shares are subject to options at an exercise price of
$0.76 per share, (f) 104,600 shares are subject to options at an exercise
price of $0.70 per share, and (g) 22,500 are subject to options at an
exercise price of $0.67 per share. An offering price of $0.275 per share for
the remaining 447,600 shares not described above has been estimated, pursuant
to Section 457(c) and (h) on the basis of the average of the high and low
prices of shares as reported by the Nasdaq SmallCap Market on July 31, 2002,
solely for the purpose of calculating the registration fee.

(3) The Registrant previously paid $444 on October 29, 1999 in connection with
the filing by the Registrant of a Registration Statement on Form S-8 (File No.
333-89989) to register 525,000 shares of the Registrant's common stock. The
registration fee is for the 675,000 additional shares being registered herewith.
The registration fee consists of: (a) $13.69 in respect of 11,900 shares subject
to options at an exercise price of $12.50 per share, (b) $12.65 in respect of
25,000 shares subject to options at an exercise price of $5.50 per share, (c)
$3.86 in respect of 10,000 shares subject to options at an exercise price of
$4.1875 per share, (d) $3.11 in respect of 28,400 shares subject to options at
an exercise price of $1.19 per share, (e) $1.75 in respect of 25,000 shares
subject to options at an exercise price of $0.76 per share, (f) $6.74 in respect
of 104,600 shares subject to options at an exercise price of $0.70 per share,
(g) $1.39 in respect of 22,500 shares subject to options at an exercise price of
$0.67 per share, and (h) $11.33 in respect of the remaining 447,600 shares.


<PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

         This Registration Statement on Form S-8 is being filed by Precision
Optics Corporation, Inc. (the "Company") pursuant to General Instruction E of
Form S-8 under the Securities Act of 1933, as amended, to register an additional
675,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), issuable pursuant to awards that are granted under the
Company's 1997 Incentive Plan (the "Plan"). A total of 525,000 shares of Common
Stock issuable pursuant to awards granted under the Plan have been previously
registered pursuant to the Company's Registration Statement on Form S-8 (File
No. 333-89989) filed with the Securities and Exchange Commission on October 29,
1999. The contents of that Registration Statement are hereby incorporated by
reference in this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company hereby incorporates herein by reference the following
documents of the Company:

(a)      The Company's Annual Report on Form 10-KSB for the fiscal year ended
         June 30, 2001, as filed with the Securities and Exchange Commission
         (the "Commission") on September 21, 2001;

(b)      Quarterly Report on Form 10-QSB for the quarter ended September 30,
         2001, as filed with the Commission on November 14, 2001;

(c)      Quarterly Report on Form 10-QSB for the quarter ended December 31,
         2001, as filed with the Commission on February 8, 2002;

(d)      Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002,
         as filed with the Commission on May 7, 2002;

(e)      Current Report on Form 8-K, as filed with the Commission on July 16,
         2002;

(f)      Current Report on Form 8-K, as filed with the Commission on July 2,
         2002;

(g)      Current Report on Form 8-K, as filed with the Commission on April 30,
         2002;

(h)      Current Report on Form 8-K, as filed with the Commission on April 4,
         2002;

(i)      Current Report on Form 8-K, as filed with the Commission on January 30,
         2002;

(j)      Current Report on Form 8-K, as filed with the Commission on October 16,
         2001;

(k)      Definitive Proxy Statement on Schedule 14A, as filed with the
         Commission on October 15, 2001; and

(l)      The description of the Company's Common Stock included in the
         Registrant's Registration Statement on Form S-1 (No. 33-43929).


                                       1

<PAGE>

         All documents subsequently filed by the Company pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated herein by
reference and a part hereof from the date of filing of such documents.

             INFORMATION REGARDING FINANCIAL STATEMENTS INCROPORATED
                  BY REFERENCE INTO THIS REGISTRATION STATEMENT

         Section 11(a) of the Securities Act of 1933 (the "Securities Act")
provides that if any part of a registration statement at the time it becomes
effective contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, any person acquiring a security pursuant to such
registration statement (unless it is proved that at the time of such acquisition
such person knew of such untruth or omission) may sue, among others, every
accountant who has consented to be named as having prepared or certified any
part of the registration statement, or as having prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in such registration statement, report or
valuation which purports to have been prepared or certified by the accountant.

         The Company's financial statements included in the Company's annual
report on Form 10-KSB for the year ended June 30, 2001, which are incorporated
by reference in this Registration Statement, were audited by Arthur Andersen LLP
("Andersen"). On July 1, 2002, the Company dismissed Andersen as its independent
accountants. This action was approved by the Company's Board of Directors and
Audit Committee. The Company has been unable to obtain, after reasonable
efforts, Andersen's written consent to incorporate by reference Andersen's
reports on the financial statements. Under these circumstances, Rule 437a under
the Securities Act permits this Registration Statement to be filed without a
written consent from Andersen. Because of the absence of such written consent
from Andersen, a person acquiring shares pursuant to this Registration Statement
will not be able to assert claims against Andersen under Section 11(a) of the
Securities Act of 1933 for any untrue statement of a material fact contained in
the financial statements audited by Andersen or any omissions to state a
material fact required to be stated herein.

ITEM 8.  EXHIBITS.
         --------

EXHIBIT NUMBER       TITLE OF EXHIBIT
4.2                  Articles of Organization of the Registrant

5.1                  Opinion of Ropes & Gray

23.1                 Consent of Arthur Andersen LLP (omitted pursuant to Rule
                     437a under the Securities Act)

23.2                 Consent of Ropes & Gray (contained in the opinion filed as
                     Exhibit 5 to this Registration Statement)

24                   Power of Attorney (included on Signature Page)

               [Remainder of this page intentionally left blank.]


                                       2

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Gardner, Massachusetts on this 1st day of August,
2002.


                                      PRECISION OPTICS CORPORATION, INC.

                                      By: /s/ RICHARD E. FORKEY
                                          -------------------------------------
                                          Richard E. Forkey
                                          Chairman, Chief Executive Officer and
                                          President

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Precision Optics
Corporation, Inc., hereby severally constitute and appoint Richard E. Forkey and
Jack P. Dreimiller and each of them singly, as true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any and all amendments (including any post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, and generally to do all
things in our names and on our behalf in such capacities to enable Precision
Optics Corporation, Inc. to comply with the provisions of the Securities Act of
1993, as amended, and all applicable requirements of the Securities and Exchange
Commission, and hereby ratify and confirm our signatures as may be signed by
said attorneys, or either of them, to any and all such amendments.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                             CAPACITY                            DATE
- ---------                                             --------                            ----
<S>                                                   <C>                                 <C>
/s/ RICHARD E. FORKEY                                 Chairman of the                     August 1, 2002
- --------------------------------------------          Board of Directors,
Richard E. Forkey                                     Chief Executive Officer
                                                      and President
                                                      (principal executive officer)


/s/ JACK P. DREIMILLER                                Senior Vice President,              August 1, 2002
- --------------------------------------------          Finance, Chief Financial
Jack P. Dreimiller                                    Officer and Clerk (principal
                                                      financial and accounting
                                                      officer)


/s/ EDWARD A. BENJAMIN                                Director                            August 1, 2002
- --------------------------------------------
Edward A. Benjamin


                                       3

<PAGE>

/s/ H. ANGUS MACLEOD                                  Director                            August 1, 2002
- --------------------------------------------
H. Angus Macleod


/s/ AUSTIN W. MARXE                                   Director                            August 1, 2002
- --------------------------------------------
Austin W. Marxe


/s/ JOEL R. PITLOR                                    Director                            August 1, 2002
- --------------------------------------------
Joel R. Pitlor


/s/ ROBERT R. SHANNON                                 Director                            August 1, 2002
- --------------------------------------------
Robert R. Shannon

</TABLE>

                                       4

<PAGE>




                                  EXHIBIT INDEX

EXHIBIT NUMBER       TITLE OF EXHIBIT
4.2                  Articles of Organization of the Registrant

5.1                  Opinion of Ropes & Gray

23.1                 Consent of Arthur Andersen LLP (omitted pursuant to Rule
                     437a under the Securities Act)

23.2                 Consent of Ropes & Gray (contained in the opinion filed as
                     Exhibit 5 to this Registration Statement)

24                   Power of Attorney (included on Signature Page)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>a2085358zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
<Page>

                                                            EXHIBIT 4.2

                                                 FEDERAL IDENTIFICATION
                                                         NO. 04-2795294

                   THE COMMONWEALTH OF MASSACHUSETTS

                        WILLIAM FRANCIS GALVIN
                     SECRETARY OF THE COMMONWEALTH
         ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512

                      CERTIFICATE OF CORRECTION
              (GENERAL LAWS, CHAPTER 156B, SECTION 6A)

1. Exact name of corporation: PRECISION OPTICS CORPORATION, INC.

2. Document to be corrected: ARTICLES OF AMENDMENT

3. The above mentioned document was filed with the Secretary of the
   Commonwealth on November 22, 1999.

4. Please state the inaccuracy or defect in said document:

   Said Articles of Amendment were filed on behalf of the corporation
   changing the number of authorized shares of common stock from 10,000,000
   shares, no par value to 20,000,000 shares, no par value. The 20,000,000
   shares of common stock should have a par value of $0.01.

5. Please state corrected version of the document:

   The corporation is authorized to issue 20,000,000 shares of common stock,
   with par value of $0.01.



NOTE: THIS CORRECTION SHOULD BE SIGNED BY THE PERSON(S) REQUIRED BY LAW TO
SIGN THE ORIGINAL DOCUMENT.

SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of January, 2000.

/s/ Richard Forkey, *President,
- -------------------

/s/ Jack P. Dreimiller, *Clerk.
- -----------------------
*DELETE THE INAPPLICABLE WORDS

NOTE: IF THE INACCURACY OR DEFECTS TO BE CORRECTED IS NOT APPARENT ON THE
FACE OF THE DOCUMENT, MINUTES OF THE MEETING SUBSTANTIATING THE ERROR MUST BE
FILED WITH THE CERTIFICATE. ADDITIONAL INFORMATION MAY BE PROVIDED ON
SEPARATE 8 1/2 X 11 SHEETS OF WHITE PAPER WITH A LEFT MARGIN OF AT LEAST 1
INCH.

<Page>

                                                          FEDERAL IDENTIFICATION
                                                                  NO. 04-2795294

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

We, RICHARD E. FORKEY, PRESIDENT
    ----------------------------------------------------------------------------

and JACK P. DREIMILLER
    ----------------------------------------------------------------------------

of PRECISION OPTICS CORPORATION, INC.
   -----------------------------------------------------------------------------

located at 22 EAST BROADWAY, GARDNER, MASSACHUSETTS 01440
           ---------------------------------------------------------------------

certify that these Articles of Amendment affecting articles numbered: III
                                                                      ----------

of the Articles of Organization were duly adopted at a meeting held on

NOVEMBER 9, 1999, by vote of: 7,205,181 shares of COMMON of 7,687,595 shares

outstanding, being at least two-thirds of each type, class or series outstanding

and entitled to vote thereon and of each type, class or series of stock whose

rights are adversely affected thereby.


<Page>



To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:

The total PRESENTLY authorized is:

<Table>
<Caption>

WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS
TYPE         NUMBER OF SHARES     TYPE        NUMBER OF SHARES    PAR VALUE
<S>          <C>                  <C>         <C>                 <C>

Common:      10,000,000           Common:

Preferred:                        Preferred:
</Table>

CHANGE the total authorized to:

<Table>
<Caption>

WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS
TYPE       NUMBER OF SHARES      TYPE         NUMBER OF SHARES   PAR VALUE
<S>        <C>                   <C>          <C>                <C>
Common:    20,000,000            Common:

Preferred:                       Preferred:
</Table>


<Page>


      The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a LATER effective date not more than THIRTY DAYS after such filing,
in which event the amendment will become effective on such later date.

Later effective date:
                     ------------------------

SIGNED UNDER THE PENALTIES OF PERJURY, this 16TH day of NOVEMBER, 1999
                                                        --------------

  /s/    RICHARD E. FORKEY                                           , President
- ---------------------------------------------------------------------

 /s/     JACK P. DREIMILLER                                          , Clerk
- ---------------------------------------------------------------------


<Page>


FORM CD-72-30M-4/86-808881

                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108


                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2795294

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72

                  This certificate must be submitted to the Secretary of the
                  Commonwealth within sixty days after the date of the vote of
                  stockholders adopting the amendment. The fee for filing this
                  certificate is prescribed by General Laws, Chapter 156B,
                  Section 114. Make check payable to the Commonwealth of
                  Massachusetts.

      I, Richard Forkey, President and Clerk of

                       PRECISION OPTICS CORPORATION, INC.
- --------------------------------------------------------------------------------

located at               22 EAST BROADWAY, GARDNER, MA
          ----------------------------------------------------------------------

do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted by unanimous written consent of the
stockholders dated June 21, 1990.


<Page>


TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:

The total presently authorized is:

<Table>
<Caption>

                                  NO PAR VALUE                 WITH PAR VALUE                  PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                VALUE
<S>                             <C>                              <C>                          <C>

         COMMON                                                  200,000                      $.01

        PREFERRED
</Table>

CHANGE the total to:

<Table>
<Caption>

                                  NO PAR VALUE                 WITH PAR VALUE                   PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                 VALUE
<S>                             <C>                              <C>                          <C>
         COMMON                                                  10,000,000                   $.01

        PREFERRED
</Table>


<Page>



VOTED:   That the Articles of Organization of the Corporation be and hereby are
         amended as follows: (a) under Article 2, to add to the Corporation's
         purposes the following business activities: "To carry on any
         manufacturing, mercantile, selling, management, service, or other
         business, operation, or activity which may be lawfully carried on by a
         corporation organized under the Business Corporation Law of The
         Commonwealth of Massachusetts, whether or not related to those referred
         to in the foregoing paragraph"; (b) under Article 3, to change the
         200,000 shares of Common Stock, par value $0.01 per share, currently
         authorized, of which 100,000 shares are outstanding, into 4,300,000
         shares of Common Stock, par value $0.01 per share, of which 2,150,000
         shall be outstanding, and to increase the number of shares of Common
         Stock, par value $0.01 per share, that the Corporation is authorized to
         issue to 10,000,000 shares; (c) under Article 5, to delete in their
         entirety the restrictions imposed upon the transfer of shares of stock
         of any class of stock under Article 5 of the Articles of Organization;
         and (d) under Article 6, to add to the Corporation's other lawful
         provisions the provisions enumerated in Exhibit B to this Consent;

                              (Exhibit B Attached)

      The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 25th day of June, in the year 1990.

         /s/        RICHARD E. FORKEY                               , President
- ---------------------------------------------------------------------

         /s/        EDWARD BENJAMIN                                 , Clerk
- ---------------------------------------------------------------------


<Page>


                                                                       EXHIBIT B

      6.1. The corporation may carry on any business, operation, or activity
referred to in Article 2 to the same extent as might an individual, whether as
principal, agent, contractor or otherwise, and either alone or in conjunction
with or in a joint venture or other arrangement with any corporation,
association, trust, firm, or individual.

      6.2. The corporation may carry on any business, operation or activity
through a wholly or partly owned subsidiary.

      6.3. The corporation may be a partner in any business enterprise which it
would have power to conduct by itself.

      6.4. The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.

      6.5. Meetings of the stockholders may be held anywhere in the United
States.

      6.6. Except as otherwise provided by law, no stockholder shall have any
right to examine any property or any books, accounts, or other writings of the
corporation if there is reasonable ground for belief that such examination will
for any reason be adverse to the interests of the corporation, and a vote of the
directors refusing permission to make such examination and setting forth that in
the opinion of the directors such examination would be adverse to the interests
of the corporation shall be prima facie evidence that such examination would be
adverse to the interests of the corporation. Every such examination shall be
subject to such reasonable regulations as the directors may establish in regard
thereto.

      6.7. The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits, and surplus, what amounts, if any, shall be reserved for any corporate
purpose, and what amounts, if any, shall be declared as dividends. Unless the
board of directors otherwise specifies, the excess of the consideration for any
share of its capital stock with par value issued by it over such par value shall
be surplus. The board of directors may allocate to capital stock less than all
of the consideration for any share of its capital stock without par value issued
by it, in which case the balance of such consideration shall be surplus. All
surplus shall be available for any corporate purpose, including the payment of
dividends.

      6.8. The purchase or other acquisition or retention by the corporation of
shares of its own capital stock shall not be deemed a reduction of its capital
stock. Upon any reduction of capital or capital stock, no stockholder shall have
any right to demand any


<Page>



distribution from the corporation, except as and to the extent that the
stockholders shall have provided at the time of authorizing such reduction.

      6.9. The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by reason
of any interest. In the absence of fraud, any director, officer, or stockholder
of this corporation individually, or any individual having any interest in any
concerning which is a stockholder of this corporation, or any concern in which
any of such directors, officers, stockholders, or individuals has any interest,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract, transaction, or other act of the corporation, and

      (1)     such contract, transaction, or act shall not be in any way
              invalidated or otherwise affected by that fact;

      (2)     no such director, officer, stockholder, or individual shall be
              liable to account to the corporation for any profit or benefit
              realized through any such contract, transaction, or act; and

      (3)     any such director of the corporation may be counted in determining
              the existence the existence of a quorum at any meeting of the
              directors or of any committee thereof which shall authorize any
              such contract, transaction, or act, and may vote to authorize the
              same;

provided, however, that any contract, transaction, or act in which any director
or officer of the corporation is so interested individually or as a director,
officer, trustee, or member of any concern which is not a subsidiary or
affiliate of the corporation, or in which any directors or officers are so
interested as holders, collectively, of a majority of shares of capital stock or
other beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of the corporation, shall be duly authorized or ratified
by a majority of the directors who are not so interested, to whom the nature of
such interest has been disclosed and who have made any findings required by law;

      the term "interest" including personal interest and interest as a
      director, officer, stockholder, shareholder, trustee, member, or
      beneficiary of any concern;

      the term "concern" meaning any corporation, association, trust,
      partnership, firm, person, or other entity other than the corporation; and

      the phrase "subsidiary or affiliate" meaning a concern in which a majority
      of the directors, trustees, partners, or controlling persons is elected or
      appointed by the directors of the corporation, or is constituted of the
      directors or officers of the corporation.


<Page>



To the extent permitted by law, the authorizing or ratifying vote of the holders
of shares representing a majority of the votes of the capital stock of the
corporation outstanding and entitled to vote for the election of directors at
any annual meeting or a special meeting duly called for the purpose (whether
such vote is passed before or after judgment rendered in a suit with respect to
such contract, transaction, or act) shall validate any contract, transaction, or
act of the corporation, or of the board of directors or any committee thereof,
with regard to all stockholders of the corporation, whether or not of record at
the time of such vote, and with regard to all creditors and other claimants
under the corporation; provided, however, that

      A.      with respect to the authorization or ratification of contracts,
              transactions, or acts in which any of the directors, officers, or
              stockholders of the corporation have an interest, the nature of
              such contracts, transactions, or acts and the interest of any
              director, officer, or stockholder therein shall be summarized in
              the notice of any such annual or special meeting, or in a
              statement or letter accompanying such notice, and shall be fully
              disclosed at any such meeting;

      B.      the stockholders so voting shall have made any findings required
              by law;

      C.      the stockholders so interested may vote at any such meeting except
              to the extent otherwise provided by law; and

      D.      any failure of the stockholders to authorize or ratify such
              contract, transaction, or act shall not be deemed in any way to
              invalidate the same or to deprive the corporation, its directors,
              officers or employees of its or their right to proceed with or
              enforce such contract, transaction, or act.

If the corporation has more than one class or series of capital stock
outstanding, the vote required by this paragraph shall be governed by the
provisions of the Articles of Organization applicable to such classes or series.

No contract, transaction, or act shall be avoided by reason of any provision of
this paragraph 6.9 which would be valid but for such provision or provisions.

      6.10. A director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the Massachusetts Business Corporation Law as in effect at the time such
liability is determined. No amendment or repeal of this paragraph 6.10 shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.


<Page>



      6.11. The corporation shall have all powers granted to corporations by the
laws of The Commonwealth of Massachusetts, provided that no such power shall
include any activity inconsistent with the Business Corporation Law or the
general laws of said Commonwealth


<Page>



                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2795294

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72

              This certificate must be submitted to the Secretary of the
              Commonwealth within sixty days after the date of the vote of
              stockholders adopting the amendment. The fee for filing this
              certificate is prescribed by General Laws, Chapter 156B, Section
              114. Make check payable to the Commonwealth of Massachusetts.

We, Richard E. Forkey, President and
       Richard E. Forkey, Clerk of

                       PRECISION OPTICS CORPORATION, INC.
- --------------------------------------------------------------------------------

located at               22 EAST BROADWAY, GARDNER, MA 01440
           ---------------------------------------------------------------------

do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted by unanimous written consent on May 25,
1989, by vote of

100 shares of COMMON STOCK out of 100 shares outstanding, being at least a
majority of each class outstanding and entitled to vote therein.


<Page>



TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:

The total presently authorized is:

<Table>
<Caption>

                                  NO PAR VALUE                 WITH PAR VALUE                   PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                 VALUE
<S>                                 <C>                       <C>                              <C>

         COMMON                     100

        PREFERRED
</Table>


CHANGE the total to:

<Table>
<Caption>

                                  NO PAR VALUE                 WITH PAR VALUE                   PAR
      KIND OF STOCK             NUMBER OF SHARES              NUMBER OF SHARES                 VALUE
<S>                                 <C>                            <C>                         <C>
         COMMON                                                    200,000                     $0.01

        PREFERRED
</Table>


<Page>



VOTED:        That the Articles of Organization of the Corporation be and hereby
              are amended to change the 100 shares of Common Stock, no par value
              per share, currently authorized, of which 100 shares are
              outstanding, into 100,000 shares of Common Stock, $0.01 per share,
              of which 100,000 shares shall be outstanding, and to increase the
              number of shares of Common Stock, par value $0.01 per share, that
              the Corporation is authorized to issue to 200,000 shares.

      The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO SIGNED OUR
NAMES THIS 26th day of May, in the year 1989.

/s/        RICHARD E. FORKEY                                         , President
- ---------------------------------------------------------------------

/s/        RICHARD E. FORKEY                                         , Clerk
- ---------------------------------------------------------------------


<Page>


                        THE COMMONWEALTH OF MASSACHUSETTS
                             MICHAEL JOSEPH CONNOLLY
                          SECRETARY OF THE COMMONWEALTH
                                   STATE HOUSE
                               BOSTON, MASS. 02133

                            ARTICLES OF ORGANIZATION
                              (UNDER G.L. CH. 156B)
                                  INCORPORATORS

NAME                                                         POST OFFICE ADDRESS

      INCLUDE GIVEN NAME IN FULL IN CASE OF NATURAL PERSONS, IN CASE OF A
      CORPORATION, GIVE STATE OF INCORPORATION.

Richard Forkey                              125 East Road, Westminster, MA 01473




         The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General Laws,
Chapter 156B and hereby state(s):

         1.       The name by which the corporation shall be known is:

                       PRECISION OPTICS CORPORATION, INC.

         2.       The purposes for which the corporation is formed are as
                  follows:

Precision Optics Corporation, Inc. has been formed to provide a variety of
services and products to the United States Government, various specialized
industrial customers as well as individual consumers. These goods and services
include, but are not limited to, the provision of engineering, technical,
marketing and management consultation in optical intensive and multi-disciplined
fields of technology; the design, development and production of optical systems
and specialized components of both conventional and unconventional optical
materials; the development, production and marketing of optical, laser-related
and other technology oriented instrumentation for measurement, process control
and robotic application in both industrial and consumer markets.


<Page>



         3.       The total number of shares and the par value, if any, of each
                  class of stock which the corporation is authorized is as
                  follows:

<Table>
<Caption>

                                  NO PAR VALUE                  WITH PAR VALUE
     CLASS OF STOCK             NUMBER OF SHARES        NUMBER OF SHARES    PAR          AMOUNT
                                                                           VALUE
<S>                               <C>                        <C>          <C>             <C>

        PREFERRED                                                                         $

         COMMON                   100
</Table>


         *4.      If more than one class is authorized, a description of each of
                  the different classes of stock with, if any, the preferences,
                  voting powers, qualifications, special rights or privileges as
                  to each class thereof and any series now established:

         *5.      The restrictions, if any, imposed by the Articles of
                  Organization upon the transfer of shares of stock of any class
                  are as follows:

                  In the event that any of the stockholders or legal
                  representatives desire to sell their stock, they shall offer
                  the stock to the corporation for sale at least thirty days
                  prior to the actual sale to another party. In the event that
                  the corporation does not buy the stock within that period of
                  time, the stockholder will be free to sell the stock to any
                  person.

         *6.      Other lawful provisions, if any, for the conduct and
                  regulation of the business and affairs of the corporation, for
                  its voluntary dissolution, or for limiting, defining, or
                  regulating the powers of the corporation, or of its directors,
                  or stockholders or of any class of stockholders.

*If there are no provisions, state  None.


<Page>


         7.       By-laws of the corporation have been duly adopted and the
                  initial directors, president, treasurer and clerk whose names
                  are set out below have been duly elected.

         8.       The effective date of organization of the corporation shall be
                  the date of filing with the Secretary of the Commonwealth or
                  if later date is desired, specify date, (not more than 30 days
                  after date of filing).

         9.       The following information shall not for any purpose be treated
                  as a permanent part of the Articles of Organization of the
                  corporation.

                  a.       THE POST OFFICE ADDRESS of the INITIAL PRINCIPAL
                           OFFICE of the corporation in Massachusetts:

                                     125 East Road, Westminster, MA 01473

                  b.       The name, residence and post office address of each
                           of the initial directors and following officers of
                           the corporation are as follows:

<Table>
<Caption>

              NAME                 RESIDENCE POST OFFICE ADDRESS

<S>                                <C>
PRESIDENT: RICHARD FORKEY          125 EAST ROAD, WESTMINSTER, MA 01473
- --------------------------------------------------------------------------------

TREASURER: RICHARD FORKEY          125 EAST ROAD, WESTMINSTER, MA 01473
- --------------------------------------------------------------------------------

CLERK:     EDWARD J. MOLONEY       174 CENTRAL ST., LOWELL, MA 01852
- --------------------------------------------------------------------------------
</Table>

Directors:

                Richard Forkey              125 East Rd., Westminster, MA 01473

                  c.       The date initially adopted on which the corporation's
                           fiscal year ends is:

                                     June 30

                  d.       The date initially fixed in the by-laws for the
                           annual meeting of stockholders of the corporation is:

                                                 15th of July

                  e.       The name and business address of the resident agent,
                           if any of the corporation is:

      IN WITNESS WHEREOF and under the penalties of perjury the above named
      INCORPORATOR(S) sign(s) these Articles of Organization the 27 day of
      December 1982.

                                      /s/ Richard Forkey
                                      ------------------------------------------
                                      Richard Forkey

The signature of each incorporator which is not a natural person must be by an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on his
behalf to sign the Articles of Organization.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>a2085358zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                                                                   EXHIBIT 5.1

                                  ROPES & GRAY
                             ONE INTERNATIONAL PLACE
                        BOSTON, MASSACHUSETTS 02110-2624
                                 (617) 951-7000
                               FAX: (617) 951-7050

                                                              August 1, 2002


Precision Optics Corporation, Inc.
22 East Broadway Street
Gardner, Massachusetts 01440

Ladies and Gentlemen:

         This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, for the registration of 675,000 shares of Common Stock,
$0.01 par value per share (the "Shares"), of Precision Optics Corporation, Inc.,
a Massachusetts corporation (the "Company"), issuable pursuant to awards granted
under the Company's 1997 Incentive Plan (the "Plan").

         We have acted as counsel to the Company in connection with the
preparation of the Registration Statement and the Plan and the issuance of
awards under the Plan. For purposes of this opinion we have examined and relied
upon such documents, records, certificates and other instruments as we have
deemed necessary and appropriate.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares have been issued and sold, and the
consideration therefor has been received by the Company, in accordance with the
terms of the Plan, such Shares will be validly issued, fully paid and
nonassessable.

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

         It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.

                                            Very truly yours,

                                            /s/ Ropes & Gray
                                            Ropes & Gray


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
