EXHIBIT 5.1
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PS&H
PARTRIDGE SNOW & HAHN LLP
COUNSELORS AT LAW




                                                    January 30, 2004

Nestor, Inc.
400 Massasoit Avenue, Suite 200
East Providence, Rhode Island  02914-2020

             Re:  Registration Statement on Form S-2
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Ladies and Gentlemen:

          This  opinion is furnished to you in  connection  with a  Registration
Statement on Form S-2 (SEC File No. 333-______) (the  "Registration  Statement")
filed with the Securities and Exchange  Commission (the "Commission")  under the
Securities Act of 1933, as amended (the "Securities  Act"), for the registration
of 2,843,000 shares of Common Stock, $.01 par value per share (the "Shares"), of
Nestor, Inc., a Delaware  corporation (the "Company"),  which Shares may be sold
by a certain stockholders of the Company (the "Selling Stockholders").

          The Shares  were  issued by the  Company to the  Selling  Stockholders
pursuant to  subscription  agreements  entered into at various dates in December
2003 and January 2004.

          We are acting as counsel for the Company in  connection  with the sale
by the Selling Stockholders of the Shares. We have examined signed copies of the
Registration  Statement as filed with the Commission.  We have also examined and
relied upon the subscription agreements, minutes of meetings of the stockholders
and the Board of  Directors  of the Company as  provided  to us by the  Company,
stock  record  books  of the  Company  as  provided  to us by the  Company,  the
Certificate of Incorporation and By-Laws of the Company, each as restated and/or
amended to date,  and such  other  documents  as we have  deemed  necessary  for
purposes of rendering the opinions hereinafter set forth.

          In our  examination  of the foregoing  documents,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.





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180 South Main Street        700 Pleasant Street            101 Federal Street
Providence, RI  02903        New Bedford, MA 02740          Suite 1900
T:  401-861-8200             T: 774-206-8200                Boston, MA 02110
F:  401-861-8210             F:  774-206-8210               T:  617-342-7361
                             www.psh.com                    F:  617-722-8266



Nestor, Inc.
January 30, 2004
Page 2


          We assume  that the  appropriate  action  will be taken,  prior to the
offer and sale of the Shares by the Selling Stockholder, to register and qualify
the Shares for sale under all applicable state securities or "blue sky" laws.

          We  express  no  opinion  herein  as to  the  laws  of  any  state  or
jurisdiction other than the state laws of the State of Rhode Island, the General
Corporation  Law of the State of  Delaware  and the  federal  laws of the United
States of America.

          Based upon and subject to the  foregoing,  we are of the opinion  that
the Shares have been duly and validly authorized for issuance and are fully paid
and nonassessable.

          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.

          Please note that we are opining only as to the matters  expressly  set
forth herein,  and no opinion should be inferred as to any other  matters.  This
opinion  is based upon  currently  existing  statutes,  rules,  regulations  and
judicial  decisions,  and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration  Statement in accordance with the requirements of
Item  601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving  such  consent,  we do not hereby  admit that we are in the  category  of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations of the Commission.

                                              Very truly yours,

                                              /s/PARTRIDGE, SNOW & HAHN, LLP
                                              ---------------------------------

                                              PARTRIDGE, SNOW & HAHN, LLP