EXHIBIT 5.1

                                          July 19, 2000

Photronics, Inc.
1061 East Indiantown Road
Jupiter, FL  33477

Re:   Photronics, Inc. Registration Statement on Form S-8
      ("Registration Statement")

Ladies and Gentlemen:

     I am furnishing this opinion of counsel to Photronics, Inc.,
a Connecticut corporation (the "Company"), for filing as Exhibit
5.1 to the Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance of up to 1,379,867 shares of
the Company's common stock, par value $0.1 per share (the
"Shares"), pursuant to the following stock plans of the Company and
Align-Rite International, Inc., its wholly-owned subsidiary:
Photronics, Inc 2000 Stock Plan; Align-Rite International, Inc.
Stock Option Plan; and Align-Rite International Limited Employee
Share Option Scheme (collectively the "Plans").

     For purposes of rendering this opinion, I have examined the
Plans, the Certificate of Incorporation, as amended, and Bylaws of
the Company, and the originals, or copies certified or otherwise
identified to my satisfaction, of records of corporate proceedings
of the Company, certificates of public officials and of
representatives of the Company, and such other documents and
records as I deemed necessary.  In such examination I have assumed
the genuineness of all signatures, the authenticity of all
corporate records and other documents submitted to me as originals
and the conformity to original documents of documents submitted to
me as certified or photostatic copies.

     Based upon my examination as aforesaid, and in reliance upon
my examination of such questions of law as I deemed relevant under
the circumstances, I am of the opinion that:

     (1) The Company is a corporation duly incorporated, validly
         existing and in good standing under the laws of the State
         of Connecticut.

     (2) The Shares to be issued upon the exercise of stock options
         and the grant of restricted stock in accordance with the
         terms of the Plans will be duly authorized and validly
         issued, and will be fully paid and non-assessable when
         stock options shall have been properly exercised and the
         exercise price shall have been paid for the Shares in
         accordance with the terms of the Plans.

     I hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to the Registration Statement.  In giving the foregoing

consent, I do not thereby admit that I belong to the category of
persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated
by the Securities and Exchange Commission thereunder.  
Please note that I am a Senior Vice President of the Company and
beneficially own 22,834 shares of the Company's common stock and
hold options to purchase 165,000 shares of the Company's common
stock.

                                          Very truly yours,

                                          /s/ JEFFREY P. MOONAN
                                          ---------------------
                                          Jeffrey P. Moonan
                                          General Counsel
                                          Photronics, Inc.