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                                                                  Exhibit 5.1
                                August 14, 2001

IRIDEX Corporation
1212 Terra Bella Avenue
Mountain View, CA 94043

     RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 14, 2001 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act") of 290,000 additional shares of
Common Stock available for issuance under your 1998 Stock Plan and 40,000
additional shares of Common Stock available for issuance under your 1995
Employee Stock Purchase Plan. Such shares of Common Stock are referred to herein
as the "Shares," and such plans are referred to herein as the "Plans." As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the Shares pursuant to the Plans.

     It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant or purchase
under the Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement, and consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                          Very truly yours,

                                          WILSON SONSINI GOODRICH & ROSATI
                                          Professional Corporation

                                          /s/ WILSON SONSINI GOODRICH & ROSATI