Exhibit 5.1

                [LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH]

                                November 28, 2001

Newport Corporation
1791 Deere Avenue
Irvine, California  92606

         Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

         At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Newport Corporation, a
Nevada corporation (the "Company"), with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 6,000,000 shares of the Company's common stock,
$0.1167 stated value ("Common Stock"), issuable under the Company's 2001 Stock
Incentive Plan (the "Plan").

         We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.

         Based on the foregoing, it is our opinion that the 6,000,000 shares of
Common Stock, when issued under the Plan and against full payment therefor in
accordance with the terms and conditions of each, will be legally and validly
issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                             Very truly yours,

                                             STRADLING YOCCA CARLSON & RAUTH


                                             /s/ STRADLING YOCCA CARLSON & RAUTH