Exhibit 5.1
                         MANATT, PHELPS & PHILLIPS, LLP
                          11355 West Olympic Boulevard
                          Los Angeles, California 90064
                                 (310) 312-4000
                               FAX: (310) 312-4224

April 29, 2004

Board of Directors
Focus Enhancements, Inc.
1370 Dell Ave
Campbell, CA 95008

Re:      Form S-3 Registration Statement Under the Securities Act of 1933

Ladies and Gentlemen:

This opinion is rendered in connection with the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, (the "Act") relating to the offer and sale (the "Offering")
of up to 890,659 shares of common stock, par value $0.01 per share (the "Common
Stock"), of Focus Enhancements, Inc. (the "Company"). As special counsel to
Focus, we have reviewed such legal matters as we have deemed appropriate for the
purpose of rendering this opinion.

Based on the foregoing, we are of the opinion that the shares of Common Stock of
Focus covered by the aforesaid Registration Statement will, when issued in
accordance with the terms of the Warrants or such other agreements, against full
payment therefor, be validly issued, fully paid, and non-assessable shares of
Common Stock of Focus.

We hereby consent to the use of this opinion and to the reference to our firm
appearing in Focus' Prospectus under the heading "Legal Matters." In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission adopted under the Act.

This opinion is given as of the effective date of the Registration Statement and
we assume no obligation to advise you of changes that may hereafter be brought
to our attention.

                                      Sincerely,

                                      /s/Manatt, Phelps & Phillips, LLP

                                      MANATT, PHELPS & PHILLIPS, LLP