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                                                                    EXHIBIT 5.1


                     OPINION OF MORGAN, LEWIS & BOCKIUS LLP




January 20, 1998

Escalon Medical Corp.
351 East Conestoga Road
Wayne, PA 19087

RE:  Escalon Medical Corp. -- Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Escalon Medical Corp., a California corporation
(the "Company"), in connection with the preparation of the registration
statement (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), relating to the public offering of up to 1,510,193 shares
of the Company's common stock, $.01 par value (the "Common Stock"), to be sold
by the entities and individuals listed as the selling shareholders in the
Registration Statement (the "Selling Shareholders") including (i) 340,000
shares of Common Stock issuable upon the conversion of Series A 6% Convertible
Preferred Stock (subject to adjustment based on, among other things, the market
price of the Common Stock at the time of conversion) and (ii) 90,000 shares of
Common Stock issuable upon the exercise of warrants issued to certain of the
Selling Shareholders (the "Warrants").  In this connection, we have reviewed
(a) the Registration Statement; (b) the Company's Amended and Restated Articles
of Incorporation; (c) the Company's By-laws; (d) certain records of the
Company's corporate proceedings as reflected in its minute books; (e) the
Certificate of Determination of Series A 6% Convertible Preferred Stock (the
"Certificate"); (f) the Warrants; and (g) such other documents and records as
we have considered necessary or desirable in connection with this opinion.  In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.

Based upon the foregoing, we are of the opinion that the shares of Common Stock
to be sold by: (i) EOI Corp., as described in the Registration Statement, are
duly authorized, validly issued, fully paid and non-assessable, and (ii) the
other Selling Shareholders as described in the Registration Statement, when and
to the extent issued by the Company upon the conversion of the Series A 6%
Convertible Preferred Stock and upon the exercise of the Warrants in the manner
contemplated in the Certificate and the Warrants, respectively, will be duly
authorized, validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to all references to our firm in the Registration Statement.  In
giving such consent, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act and
the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,



/s/ MORGAN, LEWIS & BOCKIUS LLP