Exhibit 5, 23.1

(513) 977-8315
Charles F. Hertlein, Jr.


                              July 3, 1996

LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio  45236

Ladies and Gentlemen:

This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of
1933, to be filed by LCA-Vision Inc. (the "Company") with the
Securities and Exchange Commission on July 3, 1996, under which up
to 3,750,000 shares of the Company's Common Stock without par value
("Common Stock") are to be registered.

We hereby consent to the filing of this opinion as Exhibit 5 and
23.1 to the Registration Statement and to the reference to our name
in the Registration Statement.

As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Amended Articles of Incorporated and Amended Code of
Regulations and the record of proceedings of the shareholders and
directors of the Company.

Based upon the foregoing, we are of the opinion that:

1.  The Company has been duly incorporated and is validly existing
and in good standing as the corporation under the laws of the State
of Delaware.

2.  When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 3,750,000 shares of the Common Stock to be issued for sale shall
have been issued and sold upon the terms set forth in the
Registration Statement, such shares will be legally and validly
issued and outstanding, fully-paid and nonassessable.

                              Very truly yours,

                              DINSMORE & SHOHL



                              Charles F. Hertlein, Jr.