Exhibit 5.1


                        [Goodwin Procter LLP Letterhead]


                                                                   June 19, 2009


Anika Therapeutics, Inc.
32 Wiggins Avenue
Bedford, Massachusetts 01730

        Re: Securities Being Registered under Registration Statement on Form S-8
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Ladies and Gentlemen:

         This opinion letter is furnished to you in connection with your filing
of a Registration Statement on Form S-8 (the "Registration Statement") pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), on or about
the date hereof relating to an aggregate of 850,000 shares (the "Shares") of
Common Stock, $0.01 par value per share, of Anika Therapeutics, Inc., a
Massachusetts corporation (the "Company"), that may be issued pursuant to the
Company's Amended and Restated 2003 Stock Option and Incentive Plan (the
"Plan").

         We have reviewed such documents and made such examination of law as we
have deemed appropriate to give the opinions expressed below. We have relied,
without independent verification, on certificates of public officials and, as to
matters of fact material to the opinion set forth below, on certificates of
officers of the Company.

         The opinion expressed below is limited to Massachusetts law.

         For purposes of the opinion expressed below, we have assumed that a
sufficient number of authorized but unissued shares of the Company's Common
Stock will be available for issuance when the Shares are issued.

         Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance and delivery against payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.

         We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement. In giving our consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations thereunder.

                                                    Very truly yours,

                                                    /S/ GOODWIN PROCTER LLP

                                                    GOODWIN PROCTER LLP