[OPPENHEIMER WOLFF & DONNELLY LETTERHEAD]
 
October 15, 1996

                                                                     EXHIBIT 5.1

Bio-Vascular, Inc.
2575 University Avenue
St. Paul, Minnesota  55114-1024

Re:  Bio-Vascular, Inc.
     Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to Bio-Vascular, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 300,000 shares
of the Company's Common Stock, $.01 par value (the "Shares"), issuable under the
Company's Employee Stock Purchase Plan (the "Plan"), pursuant to the Company's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on October 15, 1996 (the "Registration Statement").

In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:

1.  The Company has the corporate authority to issue the Shares in the
    manner and under the terms set forth in the Registration Statement.

2.  The Shares have been duly authorized and, when issued, delivered and paid
    for in accordance with the Plan referred to in the Registration Statement,
    will be validly issued, fully paid and nonassessable.


Bio-Vascular, Inc.
October 15, 1996
Page 2

 
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal law of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement

We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above.  It is not to be
used, circulated, quoted or otherwise referred to for any other purpose.  Other
than the Company, no one is entitled to rely on this opinion.

Very truly yours,


/s/ OPPENHEIMER WOLFF & DONNELLY