EXHIBIT 5.2








                                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:

                  We have acted as counsel for Photronics, Inc., a Connecticut
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-3 (the "Registration Statement"), covering the registration
under the Securities Act of 1933, as amended (the "Act"), 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 the Company's common
stock, par value $0.01 per share, 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 of common stock are being
registered on behalf of the holders of the Notes.

                  In connection with the foregoing, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of such
documents and corporate and public records as we have deemed necessary as a
basis for the opinion hereinafter expressed. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents presented
to us as originals and the conformity to the originals of all documents
presented to us as copies. In rendering our opinion, we have relied as to
factual matters upon certificates and representations of officers of the
Company.

                  We are not admitted to practice in the State of Connecticut
and, insofar as the following opinion relates to matters governed by the laws of
the State of Connecticut, we have relied on the opinion of James A. Eder, Vice
President, Secretary and General Counsel of the Company.

                  Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Notes have
been duly authorized and executed by the Company and, assuming they have been
duly authenticated by the trustee, constitute valid



                                       2

and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited by any
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or other similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

                  We hereby consent to the use of this opinion as Exhibit 5.2 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.


                                                     Very truly yours,

                                                     /s/ Shearman & Sterling

JJ/CU