[FULBRIGHT & JAWORSKI LETTERHEAD]



                                                              June 28, 1996

Cardiopulmonary Corp.
200 Cascade Boulevard
Milford, Connecticut 06460

Ladies and Gentlemen:

     We refer to the Registration Statement and Amendment No. 1 thereto on
Form S-1, No. 333-04315 (the "Registration Statement"), filed by Cardiopulmonary
Corp. (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 2,000,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), to be sold by the
Company and up to an additional 300,000 shares of Common Stock to cover
over-allotments.

     As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the shares of Common Stock to be
sold by the Company have been duly and validly authorized, and, when sold in
the manner contemplated by the underwriting agreement (the "Underwriting
Agreement") filed as an exhibit to the Registration Statement, and upon receipt
by the Company of payment therefor as provided in the Underwriting Agreement,
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 the reference to this firm under the caption "Legal Matters" in
the prospectus contained therein. This consent is not to be construed as an
admission that we are a party whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.

                                                   Very truly yours,


                                                   FULBRIGHT & JAWORSKI L.L.P.