Exhibit 5.1


                               November 11, 1996

Nematron Corporation
5840 Interface Drive
Ann Arbor, Michigan  48103

         Re:     Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel for Nematron Corporation, a Michigan
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the registration of 506,330 shares of the Company's
common stock ("Common Stock") by the Company on behalf of certain
shareholders in the manner described in the Registration Statement.

         In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such
corporate records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.

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

         1.      The Company has been duly incorporated and is in good
                 standing under the laws of the State of Michigan.

         2.      The shares of Common Stock to which the Registration
                 Statement relates are validly issued, fully paid and
                 non-assessable.

         We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.  We further consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement.

                                 Very truly yours,

                               DYKEMA GOSSETT PLLC


                             /S/  Joaquim D. Barros
                                  -------------------------
                                  J. Darrel Barros