June 16, 1997


Active Ankle Systems, Inc.
509 Barret Avenue
Louisville, Kentucky 40204

Dear Sirs:

     We have acted as special counsel to Active Ankle Systems, Inc. in 
connection with the offering of 100,000 shares of common stock, pursuant to a 
Prospectus date June 13, 1997 ("Prospectus")

     In that connection, we have examined originals, or copies certified or 
otherwise identified to our satisfaction, of such documents, corporate or 
similar records and other instruments as we have deemed necessary or 
appropriate for the purposes of this opinion.  In such examinations we have 
assumed the genuineness of all signatures, the authenticity of all documents 
submitted to us as originals and the conformity to authentic original 
documents of all documents submitted to us as certified, conformed or 
photostatic copies or facsimiles.  We have also assumed (i) the due 
incorporation and valid existence of you, (ii) that you have the requisite 
corporate power and authority to enter into and perform the transactions 
described in the Prospectus and (iii) the due authorization, execution and 
delivery of the Prospectus by you.

     Based upon the foregoing, we are of opinion as follows:

     Upon receipt of the consideration stated in the Prospectus (i.e. $40 in 
cash per share), and upon subsequent issuance of the shares, each share will, 
in our opinion, be legally issued, fully paid and nonassessable.

     We are admitted to practice only in the State of Kentucky and express no 
opinion as to matters governed by any laws other than the laws of the State 
of Kentucky and the federal laws of the United States of America, and we 
express no opinion as to the effect on the matters covered by this letter of 
the laws of any other jurisdiction.

     The opinions expressed herein are rendered solely for your benefit in 
connection with the transactions described herein.  Those opinions may not be 
used or relied upon by any other person, nor may this letter or any copies 
thereof be furnished to a third party, filed with a governmental agency, 
quoted, cited or otherwise referred to without our prior written consent.

                                                 Very truly yours,


                                                 MIDDLETON & REUTLINGER