EXHIBIT 5.1


                          [Photronics, Inc. Letterhead]




                                February 4, 2002

Photronics, Inc.
15 Secor Road
Brookfield, CT 06804

                                Photronics, Inc.
                                  $200,000,000
                 4 3/4% Convertible Subordinated Notes due 2006
                 ----------------------------------------------

Ladies and Gentlemen:

                  I am the Vice-President, Secretary and General Counsel of
Photronics, Inc., a Connecticut corporation (the "Company") and have acted as
such in connection with a registration statement on Form S-3 (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, for the
registration of $200,000,000 aggregate principal amount of the Company's 4 3/4%
Convertible Subordinated Notes due 2006 (the "Notes"), and 5,405,400 shares of
common stock, par value $0.01 per share (the "Shares"), based upon the initial
conversion rate of 27.027 Shares per $1,000 principal amount of the Notes and
issuable upon conversion of the Notes. The Notes and the Shares are being
registered on behalf of the holders of the Notes.

                  In connection with the foregoing, I have examined originals,
or copies certified or otherwise identified to my satisfaction, of such
documents and corporate and public records as I have deemed necessary as a basis
for the opinion hereinafter expressed. In my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity with the originals of all documents submitted to
me as copies.

                  I am admitted to practice law in the states of Connecticut and
New York and my opinions set forth below are limited to the laws of those states
and the federal laws of the United States, and I do not express any opinion
concerning any other laws.




February 4, 2002
Page 2



                  Based upon and subject to the foregoing, I am of the opinion
that the Shares, when issued upon conversion of the Notes and in accordance with
provisions of the Indenture, will be duly authorized, validly issued and fully
paid and non-assessable.

                  I hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the use of my name under the caption "Legal
Matters" contained in the prospectus.

                                                 Very truly yours,

                                                 /s/ James A. Eder

                                                 James A. Eder
                                                 Vice President, Secretary and
                                                 General Counsel