EXHIBIT 5.1

                                                                  April 24, 2002

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 relating to the issuance of up to 1,500,000 shares of the Company's
common stock, par value $0.01 per share (the "Shares"), pursuant to the
Photronics, Inc. 2000 Stock Plan as amended on March 20, 2002 (the "Plan").

      For purposes of rendering this opinion, I have examined the Plan, 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 and legally existing 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 Plan 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 Plan.

      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 Vice President of the Company and beneficially own 200




shares of the Company's common stock and hold options to purchase 12,500 shares
of the Company's common stock.

                                                           Very truly yours,


                                                           /s/ James A. Eder
                                                           -------------------
                                                           James A. Eder
                                                           General Counsel
                                                           Photronics, Inc.

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