Exhibit 5



                           WEIL, GOTSHAL & MANGES LLP
                         A LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                  212-310-8000
                               (FAX) 212-310-8007



                                 January 8, 2001



CopyTele, Inc.
900 Walt Whitman Road
Melville, New York  11747

Ladies and Gentlemen:

     We  have  acted  as  counsel  to  CopyTele,  Inc.  (the  "Corporation")  in
connection with the preparation of the  Registration  Statement on Form S-8 (the
"Registration  Statement")  filed by the  Corporation  with the  Securities  and
Exchange  Commission  on the date hereof  with  respect to  5,000,000  shares of
Common Stock, par value $.01 per share (the "Common Stock"),  of the Corporation
being registered in connection with the CopyTele, Inc. 2000 Share Incentive Plan
(the "Plan").

     In so acting, we have examined originals or copies,  certified or otherwise
identified to our satisfaction, of the Registration Statement, the Plan and such
corporate  records,  agreements,   documents  and  other  instruments  and  such
certificates  or  comparable  documents of public  officials and of officers and
representatives  of the  Corporation,  and  have  made  such  inquiries  of such
officers and  representatives,  as we have deemed  relevant  and  necessary as a
basis for the opinions hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons,  the authenticity of all documents  submitted
to us as  originals,  the  conformity  to original  documents  of all  documents
submitted  to  us  as  certified,   conformed  or  photostatic  copies  and  the
authenticity of the originals of such latter  documents.  As to all questions of
fact material to this opinion that have not been independently  established,  we
have  relied  upon   certificates  or  comparable   documents  of  officers  and
representatives of the Corporation.

     Based upon the foregoing,  and subject to the qualifications stated herein,
we are of the opinion that the 5,000,000 shares of Common Stock being registered
pursuant to the  Registration  Statement  have been duly  authorized  and,  when
issued  and  delivered  upon  receipt

by the Corporation of  consideration  constituting  lawful  consideration  under
Delaware law in accordance with the Plan, will be validly issued, fully paid and
non-assessable.

     We  hereby  consent  to the  filing  of a copy of  this  opinion  with  the
Securities and Exchange  Commission as an exhibit to the Registration  Statement
and to any and all references to our firm in the  Prospectus  which is a part of
the Registration Statement.

                                               Very truly yours,


                                             /S/  WEIL, GOTSHAL & MANGES LLP