Exhibit 5.1

                     [LETTERHEAD OF LATHAM & WATKINS LLP]

August 15, 2003

The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Suite 590
Pleasanton, CA 94588

      Re:   The Cooper Companies, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

      In connection with the registration by The Cooper Companies, Inc., a
Delaware corporation (the "Company"), under the Securities Act of 1933, as
amended, on Form S-3 filed with the Securities and Exchange Commission on August
15, 2003 (the "Registration Statement"), for resale by the holders thereof of
$115,000,000 aggregate principal amount of the Company's 2.625% Convertible
Senior Debentures due 2023 (the "Debentures") and 2,589,812 shares of common
stock, par value $0.10 per share (the "Shares"), initially issuable upon
conversion of the Debentures, you have requested our opinion with respect to the
matters set forth below. The Debentures have been issued pursuant to the
Indenture dated as of June 25, 2003 (the "Indenture"), between the Company and
Wells Fargo Bank, National Association, as trustee (the "Trustee").

      In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Debentures and the Shares. For the purposes of this opinion, we have assumed
that proceedings to be taken in the future will be timely completed in the
manner proposed. In addition, we have examined such matters of fact and
questions of law as we have considered appropriate for the purposes of this
letter.

      As to facts material to the opinions, statements and assumptions expressed
herein, we have, with your consent, relied upon oral or written statements and
representations of officers and other representatives of the Company, public
officials and others. We have not independently verified such factual matters.






The Cooper Companies, Inc.
August 15, 2003
Page 2

LATHAM & WATKINS LLP

      We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.

      Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:

      1. The Indenture has been duly authorized by all necessary corporate
action of the Company, and the Indenture has been duly executed and delivered by
the Company and is the legally valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.

      2. The Debentures have been duly authorized by all necessary corporate
action of the Company and constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.

      3. The Shares initially issuable upon due conversion of the Debentures in
accordance with the terms of the Debentures and the Indenture have been duly
authorized and reserved for issuance upon conversion of the Debentures, and the
Shares, if any, issued upon due conversion of the Debentures in accordance with
the terms of the Debentures and the Indenture (assuming the Debentures were duly
convertible on the date hereof), would, if issued today, be validly issued,
fully paid and non-assessable.

      The opinions rendered in paragraphs 1 and 2 above relating to the
enforceability of the Indenture and the Debentures, respectively are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors; (ii)
the effect of general principles of equity, whether enforcement is considered in
a proceeding in equity or at law (including the possible unavailability of
specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court
before which any proceeding therefore may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; (iv) we express no opinion concerning the enforceability of the waiver
of rights or defenses contained in Section 6.7 of the Indenture; and (v) the
unenforceability of any provision requiring the payment of attorneys' fees,
where such payment is contrary to law or public policy.

      We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the Debentures of Section 548 of the United
States Bankruptcy Code or applicable state law (including, without limitation,
Article 10 of the New York Debtor and Creditor Law) relating to fraudulent
transfers and obligations.






The Cooper Companies, Inc.
August 15, 2003
Page 3

LATHAM & WATKINS LLP

      With your consent, we have assumed for purposes of this opinion that (i)
each of the parties to Indenture and the Debentures (collectively the "Operative
Documents") other than the Company, (a) is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; (b) has the
requisite power and authority to execute and deliver and to perform its
obligations under each of the Operative Documents to which it is a party; (ii)
the Trustee has duly authorized, executed and delivered the Indenture; (iii) the
Trustee has duly authorized, authenticated and delivered the Debentures; (iv)
each Operative Document constitutes the Trustee's legally valid and binding
agreement, enforceable against it in accordance with its terms; and (v) the
Trustee is in compliance, generally and with respect to acting as trustee under
the Indenture, with all applicable laws and regulations. We express no opinion
as to any state or federal laws or regulations applicable to the subject
transactions because of the legal or regulatory status or nature or extent of
the business of any parties to the Documents.

      We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Validity
of Securities."

                                                     Very truly yours,


                                                     /s/ Latham & Watkins LLP