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                                                                       EXHIBIT 5



                                             August 5, 1998



Bacou USA, Inc.
10 Thurber Boulevard
Smithfield, RI  02917

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 (the "Registration
Statement") filed by Bacou USA, Inc. (the "Company") with the Securities and
Exchange Commission on the date hereof in connection with the registration under
the Securities Act of 1933, as amended, of 2,300,000 shares of common stock,
$0.001 par value (the "Common Stock").

     In connection with this opinion, we have examined the following documents
and records:

     (1) The Restated Articles of Incorporation of the Company, as amended to
date;

     (2) The By-Laws of the Company, as amended to date;

     (3) Specimen certificate of the Common Stock; and

     (4) All corporate minutes and proceedings of the Company relating to the
issuance of the Common Stock being registered under the Registration Statement.

     We have also examined such further documents, records and proceedings as we
have deemed pertinent in connection with the issuance of the Common Stock. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations. We also are familiar with the additional
proceedings proposed to be taken by the Company in connection with the
authorization, registration, issuance and sale of the Common Stock.

     We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State

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Bacou USA, Inc.
August 5, 1998
Page 2




of Rhode Island, corporate law of the State of Delaware and the federal law of
the United States.

     Based upon such examination, subject to the proposed additional proceedings
being duly taken and completed as now contemplated by the Company prior to the
issuance of the Common Stock, it is our opinion that the Common Stock, when
issued and paid for, will be legally issued, fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus which is part of
the Registration Statement.


                                            Very truly yours,

                                            /s/ Edwards & Angell, LLP

                                            Edwards & Angell, LLP






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