EXHIBIT 5.1

                                  April 3, 2001

Anika Therapeutics, Inc.
236 West Cummings Park
Woburn, MA 01801

Ladies and Gentlemen:

         Re:      REGISTRATION STATEMENT ON FORM S-8

         This opinion is delivered in our capacity as counsel to Anika
Therapeutics, Inc. (the "Company") in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 485,000 shares of common stock, par value $.01 per share
(the "Shares"), which the Company may issue pursuant to the Anika Therapeutics,
Inc. 1993 Stock Option Plan, as amended (the "Plan").

         In connection with rendering this opinion, we have examined a copy of
the Plan, the Company's Amended and Restated Articles of Organization and
By-laws, each as presently in effect, the Registration Statement, and such
records, certificates and other documents of the Company as we have deemed
necessary or appropriate for the purposes of this opinion. We have also relied
upon representations from the Company as to certain factual matters relevant to
this opinion.

         We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and the Commonwealth of
Massachusetts and also express no opinion with respect to the blue sky or
securities laws of any state, including the Commonwealth of Massachusetts.

         Based upon the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares against payment therefor in accordance with the terms
of the Plan and any agreement thereunder, the Shares will be legally issued,
fully paid and non-assessable by the Company under the General Business
Corporation Law of Massachusetts.

         The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Act, applicable requirements of state laws regulating
the offer and sale of securities and applicable requirements of the Nasdaq Stock
Market, Inc.

         We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,

                                      /s/ GOODWIN PROCTER LLP
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                                      GOODWIN PROCTER LLP