Exhibit 5.1

                         MANATT, PHELPS & PHILLIPS, LLP
                          11355 West Olympic Boulevard
                          Los Angeles, California 90064
                                 (310) 312-4000
                               FAX: (310) 312-4224

August 21, 2003

Board of Directors
Focus Enhancements, Inc.
1370 Dell Ave.
Campbell, CA  95008

Re:      Form S-3 Registration Statement Under the Securities Act of 1933

Ladies and Gentlemen:

This opinion is rendered in connection with the  Registration  Statement on Form
S-3 filed with the Securities and Exchange  Commission  under the Securities Act
of 1933, as amended, (the "Act") relating to the offer and sale (the "Offering")
of up to 2,667,500 shares of common stock, par value $.01 per share (the "Common
Stock"),  of Focus  Enhancements,  Inc. (the  "Company").  As special counsel to
Focus, we have reviewed such legal matters as we have deemed appropriate for the
purpose of rendering this opinion.

Based on the foregoing, we are of the opinion that the shares of Common Stock of
Focus  covered by the  aforesaid  Registration  Statement  will,  when issued in
accordance with the terms of the Warrants or such other agreements, against full
payment therefor,  be validly issued,  fully paid, and non-assessable  shares of
Common Stock of Focus.

We hereby  consent to the use of this  opinion and to the  reference to our firm
appearing in Focus' Prospectus under the heading "Legal Matters." In giving this
consent,  we do not admit that we come  within  the  category  of persons  whose
consent is required  under Section 7 of the Act or the rules and  regulations of
the Securities and Exchange Commission adopted under the Act.

This opinion is given as of the effective date of the Registration Statement and
we assume no  obligation  to advise you of changes that may hereafter be brought
to our attention.


                                   Sincerely,

                                   /s/ MANATT, PHELPS & PHILLIPS, LLP