Exhibit  5.1


October  27,  1998



NBI,  Inc.
1880  Industrial  Circle,  Suite  F
Longmont,  Colorado  80501

Gentlemen:

     This  opinion  is furnished in connection with the Form SB-2 Registration
Statement  to  be  filed with the Securities and Exchange Commission under the
Securities  Act of 1933, as amended (the "Act"), with respect to authorization
and  issuance  of  1,550,000  shares (the "Shares") of $.01 par value Series A
Cumulative Preferred Stock of NBI, Inc, of which up to 1,000,000 shares are to
be  issued in connection with this offering and up to 550,000 shares are to be
issued  upon  payment  of  dividends  in  kind.

     We  are  general  counsel to the Company and have examined such corporate
records,  certificates  and  other  documents  and such questions of law as we
consider  necessary  or  appropriate for the purposes of this opinion.  On the
basis  of  such examination, it is our opinion that (1) the Company is validly
existing as a corporation under the laws of the State of Delaware, and (2) the
Shares will be duly authorized upon filing of the amendment to the Certificate
of  Incorporation  authorizing  the  Shares  with  the  Secretary  of State of
Delaware  and, upon issuance, delivery and payment therefor as contemplated by
the  Registration  Statement,  will  be  validly  issued,  fully  paid  and
non-assessable.

     We  hereby  consent  to  the  filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under "Legal Matters" in the
related  Prospectus.   In giving this consent, we do not thereby admit that we
come  within the category of persons whose consent is required under Section 7
of  the  Act  or  the  rules  and  regulations  promulgated  thereunder.

                           IRELAND,  STAPLETON,  PRYOR  &  PASCOE,  P.C.


                           By:/s/John  G.  Lewis
                              ----------------------
                                 John  G.  Lewis,  Vice  President