Exhibit 5.1
May 9, 1997



Bio-Vascular, Inc.
2575 University Avenue
Saint Paul, MN 55114


Re:  Registration Statement on Form S-8
     Certain Non-Plan Options; And
     Certain Restricted Stock Awards


Ladies and Gentlemen:

     We have acted as counsel to Bio-Vascular, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 206,334
shares (the "Shares") of its Common Stock, $.01 par value, pursuant to the
Company's Registration Statement on Form S-8 for certain of the Company's non-
plan options and certain of the Company's restricted stock awards, under which
200,000 and 6,334 shares, respectively, are to be registered, to be filed with
the Securities and Exchange Commission on May 9, 1997 (the "Registration
Statement"). Of the shares to be registered, 6,334 Shares already have been
issued pursuant to certain restricted stock awards (the "Issued Shares") and
200,000 shares remain to be issued pursuant to non-plan options (the "Remaining
Shares").

     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 genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.


Bio-Vascular, Inc.
May 9, 1997
Page 2

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

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

2.   The Issued Shares have been duly authorized and, at the time of their
     issuance, were validly issued, fully paid and nonassessable.

3.   The Remaining Shares have been duly authorized and, when issued, delivered
     and paid for in accordance with the terms of the non-plan options and
     restricted stock awards referred to in the Registration Statement, will be
     validly issued, fully paid and nonassessable.

     We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws 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.

Very truly yours,


/S/ Oppenheimer Wolff & Donnelly
OPPENHEIMER WOLFF & DONNELLY