EXHIBIT 5.1

                                   September 10, 1997


VideoLan Technologies, Inc.
11403 Bluegrass Parkway, Suite 400
Louisville, Kentucky 40299


Ladies and Gentlemen:

     We have acted as legal counsel in connection with the
preparation of a Form S-3 Registration Statement under the
Securities Act of 1933, as amended ("Registration Statement"),
covering an aggregate of 14,946,104 shares of common stock, no par
value (the "Shares") of VideoLan Technologies, Inc., a Delaware
corporation (the "Company").

     We have examined and are familiar with the Certificate of
Incorporation and Bylaws of the Company, as amended, and the various
corporate records and proceedings relating to the organization of
the Company and the issuance of the Shares pursuant to the
conversion of the Series 1996A Preferred Stock (the "Preferred
Stock").  We have also examined such other documents and proceedings
as we have considered necessary for the purpose of this opinion.

     Based on the foregoing, it is our opinion that the Shares have
been duly authorized and, when issued and paid for in accordance
with the terms of the Preferred Stock, will be validly issued, fully
paid and nonassessable.


     We are qualified to practice law only in the Commonwealth of
Kentucky.  As to matter of Delaware law, we have reviewed the
statutes set forth in Title 8 of the Michie Company's Delaware
Corporation Laws Annotated, 1994-95 Edition (collectively, the
"Delaware Statutes").  Our opinion is based solely on our review of
the Delaware Statutes.

     We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.



                                   Very truly yours,

                                   BROWN, TODD & HEYBURN PLLC


                                       /s/ William G. Strench
                                   By: William G. Strench, Member