Exhibit 5.1


July 30, 1997


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


Ladies and Gentlemen:


We are counsel to Image Guided Technologies, Inc., a Colorado corporation 
(the "Company"), and in such capacity have examined the Company's 
Registration Statement on Form S-8 (the "Registration Statement"), being 
filed with the Securities and Exchange Commission in connection with the 
registration under the Securities Act of 1933, as amended, of the offering of 
a maximum of 931,118 shares (the "Shares") of the Company's Common Stock, to 
be issued pursuant to the Company's 1994 and 1997 Stock Option Plans (the 
"Plans").  We are familiar with the proceedings undertaken by the Company in 
connection with the authorization, reservation and registration of the 
Shares.  Additionally, we have examined such questions of law and fact as we 
have considered necessary or appropriate for purposes of this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly 
authorized and, upon issuance, delivery and payment therefor as contemplated 
by the Plans, will be validly issued, fully paid and nonassessable.

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


Very truly yours,

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

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