Exhibit 5.1

                            COLE NATIONAL CORPORATION
                             5915 LANDERBROOK DRIVE
                              CLEVELAND, OHIO 44124


                                February 11, 2002


                  Re:      1999 Employee Stock Purchase Plan (Amended and
                           Restated June 14, 2001) (the "Purchase Plan") and the
                           1999 Broad-Based Employee Stock Option Plan (Amended
                           and Restated February 28, 2001) (the "Broad-Based
                           Plan")
                           -----------------------------------------------------


Ladies and Gentlemen:

                  I am furnishing this opinion as the General Counsel of Cole
National Corporation, a Delaware corporation (the "Company"), in connection with
the registration of shares of the Company's common stock, par value $.001 per
share (the "Common Stock") issuable pursuant to the Purchase Plan and the
Broad-Based Plan. I have examined such documents, records and matters of law as
I have deemed necessary for purposes of this opinion, and based thereupon, I am
of the opinion that:

                  (a) The Common Stock to be issued or transferred and sold
         pursuant to (i) the Purchase Plan and (ii) grants made under the
         Broad-Based Plan, when issued and sold in accordance with the Purchase
         Plan or the Broad-Based Plan and related option agreements and
         restricted stock unit agreements, as applicable, will be duly
         authorized, validly issued, fully paid and nonassessable.

                  (b) When issued in accordance with the terms of the Rights
         Agreement, dated November 22, 1999, between the Company and National
         City Bank, as Rights Agent (the "Rights Agreement"), the preferred
         share purchase rights (the "Rights") associated with the Common Stock
         issuable pursuant to the Purchase Plan and the Broad-Based Plan will be
         validly issued.

                  The opinion set forth in paragraph (b) is limited to the valid
issuance of the Rights under the corporation laws of the State of Delaware. I
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement on Form S-8 filed by the Company to effect registration under the
Securities Act of 1933 of the shares of Common Stock to be issued pursuant to
the Purchase Plan and the Broad-Based Plan.

                                Very truly yours,

                                /s/ Leslie D. Dunn
                                   Senior Vice President - Business Development,
                                   General Counsel and Secretary