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                                                                     EXHIBIT 5.1

                                 KMZ LETTERHEAD




October 5, 2001

Kensey Nash Corporation
55 East Uwchlan Avenue
Suite 204
Exton, Pennsylvania  19341

Re:      Registration Statement on Form S-8


Dear Ladies and Gentlemen:

         We have acted as counsel for Kensey Nash Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 2,350,000 shares (the "Shares") of the Company's common stock,
$0.001 par value per share (the "Common Stock"). Of such 2,350,000 Shares,
2,000,000 may be issued pursuant to the Kensey Nash Corporation Third Amended
and Restated Employee Incentive Plan (the "Employee Plan") and 350,000 may be
issued pursuant to the Kensey Nash Corporation Fourth Amended and Restated
Non-Employee Directors Stock Option Plan (the "Directors Plan"). The Employee
Plan and the Directors Plan are collectively referred to herein as the "Plans."
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.

         In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the following:

         1. The Registration Statement;

         2. The Amended and Restated Certificate of Incorporation of the
            Company;

         3. The Amended and Restated Bylaws of the Company;

         4. Records of proceedings and actions of the Board of Directors of the
            Company relating to the adoption of the Plans;

         5. The Plans;

         6. The form of option agreements under the Plans (the "Option
            Agreements"); and

         7. Such other instruments, documents, statements, certificates and
            records of the Company and others as we have deemed relevant and
            necessary to examine and rely upon for the purpose of this opinion.

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         In connection with this opinion, we have assumed the legal capacity of
all natural persons, the accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the authenticity of
the documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
reproduced copies.

         Based upon and subject to the foregoing, we are of the opinion that,
when certificates representing the Shares have been manually signed by an
authorized officer of the transfer agent and registrar for the Common Stock or
registered and issued electronically through The Depository Trust Company, and
when such Shares are issued and delivered by the Company and paid for in
accordance with the terms of the Plans, the up to 2,350,000 Shares issuable
under the Plans and covered by the Registration Statement will be validly
issued, fully paid and non-assessable.

         Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware, the applicable provisions of the Delaware Constitution
and the reported judicial decisions interpreting such laws, and we do not
express any opinion herein concerning any other laws. This opinion is given as
of the date hereof and we assume no obligation to advise you of changes that may
hereafter be brought to our attention. In connection therewith, we hereby
consent to the use of this opinion for filing as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the related rules and regulations thereunder.


Very truly yours,


KATTEN MUCHIN ZAVIS