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                                                                     Exhibit 5.1


                         September 9, 1996


Image Guided Technologies, Inc.
5710-B Flatiron Parkway
Boulder, Colorado  80301

          Re:  Registration Statement on Form SB-2 (File No. 333-9103)

Ladies and Gentlemen:

          We have acted as counsel to Image Guided Technologies, Inc., a
Colorado corporation (the "Company"), in connection with the preparation and
filing of the above-captioned Registration Statement on Form SB-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering 1,380,000 shares of common stock (the "Common
Stock"), no par value, of the Company, 120,000 warrants (the "Warrants") to
purchase 120,000 shares of Common Stock, and 120,000 shares of Common Stock
underlying such Warrants.

          As such counsel, we have examined such corporate records, certificates
and other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.  In rendering this opinion, we
have (a) assumed (i) the genuineness of all signatures on all documents examined
by us, (ii) the authenticity of all documents submitted to us as originals, and
(iii) the conformity to original documents of all documents submitted to us as
photostatic or conformed copies and the authenticity of the originals of such
copies; and (b) relied on, as to matters of fact, statements and certificates of
officers of the Company.

          We are attorneys admitted to the Bar of the State of Colorado, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America and the Colorado Business Corporation Act.

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


          1.   When the shares of Common Stock proposed to be issued and sold by
the Company are duly issued, delivered and paid for as set forth in the
Registration Statement, such shares will be legally issued, fully paid and non-
assessable.




Image Guided Technologies, Inc.
September 9, 1996
Page 2

          2.   When the Warrants proposed to be issued and sold by the Company
are duly issued, delivered and paid for as set forth in the Registration
Statement, such Warrants will be legally issued, fully paid and non-assessable.

          3.   When the shares of Common Stock underlying the Warrants proposed
to be issued and sold by the Company are duly issued, delivered and paid for as
set forth in the Registration Statement, such shares will be legally issued,
fully paid and non-assessable.

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


                         Very truly yours,

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



                         By: /s/ William E. Tanis
                            -----------------------------------------
                             William E. Tanis, Vice President