EXHIBIT 8
                                                                       ---------

                                February 4, 2002

Photronics, Inc.
15 Secor Road
Brookfield, CT 06804



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

Ladies and Gentlemen:

                  This opinion is furnished to you in connection with a
registration statement on Form S-3 (the "Registration Statement") and the
related Prospectus (the "Prospectus"), filed by Photronics, Inc., a Connecticut
corporation (the "Company") with the Securities and Exchange 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 the shares of the Company common stock (the
"Shares") issuable upon conversion of the Notes. The Notes and the Shares are
being registered on behalf of the holders of the Notes.

                  We have acted as special United States federal income tax
counsel for the Company in connection with the preparation and filing of the
Registration Statement and the Prospectus. In this capacity, we have examined
and relied upon the information set forth in the Prospectus and such other
documents, agreements and instruments as we have deemed necessary as a basis for
the opinion hereinafter expressed. In our examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.

                  Based upon the foregoing and after consideration of applicable
current law, we are of the opinion that, subject to the limitations set forth
therein, the discussion under the caption "United States Federal Tax
Considerations" in the Prospectus accurately describes the material United
States federal income tax consequences of the purchase, ownership and
disposition of the Notes and the Shares acquired upon conversion of the Notes.




                  Our opinion is based upon the Internal Revenue Code of 1986,
as amended, Treasury Regulations (including proposed Regulations and temporary
Regulations) promulgated thereunder, rulings, official pronouncements and
judicial decisions, all as in effect on the date hereof and all of which are
subject to change, possibly with retroactive effect, or to different
interpretations.

                                Very truly yours,


                               /s/ Shearman & Sterling

LMB/BKB