EXHIBIT 5.1



[GOODWIN PROCTER LLP LETTERHEAD]



                                November 27, 2001



Inverness Medical Innovations, Inc.
51 Sawyer Road, Suite 200
Waltham, MA 02453

         Re:      Registration Statement on Form S-8
                  ----------------------------------

Ladies and Gentlemen:

         This opinion is delivered in our capacity as counsel to Inverness
Medical Innovations, Inc., a Delaware corporation (the "Company"), in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
929,456 shares (the "Shares") of the Company's common stock, par value
$.001 per share ("Common Stock"), which the Company may issue pursuant to
certain stock option agreements of Inverness Medical Technology, Inc. which have
been assumed by the Company (collectively, the "Stock Option Agreements").

         As counsel for the Company, we have examined forms of the Stock Option
Agreements and copies of the related stock option plans; the Company's
Certificate of Incorporation and By-laws, each as amended to date and presently
in effect; the Registration Statement; and such records, certificates and other
documents of the Company as we have deemed necessary or appropriate for the
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.

         We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts and the Delaware General Corporation Law (which includes
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the Delaware General Corporation Law and the Delaware
Constitution).





[GOODWIN PROCTER LLP LETTERHEAD]

Inverness Medical Innovations, Inc.
November 27, 2001
Page 2

         Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares against payment therefor in accordance with the terms
of the Stock Option Agreements, the Shares will be validly issued, fully paid
and non-assessable shares of the Company's Common Stock.

         The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.


                                       Very truly yours,

                                       /s/ GOODWIN PROCTER LLP

                                       GOODWIN PROCTER LLP