EXHIBIT 5.1

                       [NEUMAN & DRENNEN, LLC LETTERHEAD]


                                 January 2, 2002


Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107

         RE:      S.E.C. REGISTRATION STATEMENT ON FORM S-8


Ladies and Gentlemen:

We have acted as legal counsel for Cell Robotics International, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-8
identified above (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the sale of up to 1,104,051 shares of Common Stock of the Company
(the "Common Stock"). The Common Stock may be offered and sold by the Company
pursuant to the exercise of outstanding options granted to certain employees in
the manner set forth in the Registration Statement.

In connection therewith, we have examined: (a) the Registration Statement; (b)
the Articles of Incorporation and Bylaws of the Company; and (c) the relevant
corporate proceedings of the Company. In addition to such examination we have
reviewed such other proceedings, documents, and records and have ascertained or
verified such additional facts as we deem necessary or appropriate for purposes
of this opinion.

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

         1.       The Company has been legally incorporated and is validly
                  existing and in good standing under the laws of the State of
                  Colorado.

         2.       The Common Stock issuable upon exercise of the options
                  pursuant to the Certificates for Common Stock Options will,
                  upon proper exercise of the options and payment therefor as
                  more fully described in the Certificates for Common Stock
                  Options, be validly and lawfully issued, fully paid and
                  nonassessable securities of the Company.





We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus. 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
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                                Very truly yours,


                                                NEUMAN & DRENNEN, LLC