EXHIBIT 5.1

                        [DILWORTH PAXSON LLP LETTERHEAD]



                                November 22, 2005



Confluence Acquisition Partners I, Inc.
12444 Powerscourt Drive
Suite 225
St. Louis, MO 63131

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-1, as amended
(No. 333-126467) (the "Registration Statement") filed by Confluence Acquisition
Partners I, Inc. (the "Company"), a Delaware corporation, under the Securities
Act of 1933, as amended (the "Act"), registering (i) 8,000,000 units (the
"Units"), each Unit consisting of (a) one share of the Company's common stock,
par value $.01 per share (the "Common Stock"), and (b) two warrants, each
warrant to purchase one share of the Company's Common Stock (the "Warrants") to
the underwriters for whom Dawson James Securities Inc. and Roth Capital
Partners, LLC are acting as representatives (collectively, the "Underwriters"),
(ii) up to 1,200,000 Units (the "Over-Allotment Units") which the Underwriters
will have a right to purchase from the Company to cover over-allotments, if any,
(iii) up to 400,000 Units (the "Purchase Option Units") which Dawson James
Securities, Inc. and Roth Capital Partners, LLC will have the right to purchase
pursuant to the terms of that certain Unit Purchase Option (the "Purchase
Option") for their own account or that of their designees, (iv) all shares of
Common Stock and all Warrants issued as part of the Units, Over-Allotment Units
and the Purchase Option Units, (v) all shares of Common Stock issuable upon
exercise of the Warrants included in the Units, Over-Allotment Units and
Purchase Option Units, and (vi) in each case, together with any additional
Units, Common Stock, Warrants, Over-Allotment Units and Purchase Option Units
that may be issued by the Company pursuant to Rule 462(b) under the Act (as
prescribed by the Commission pursuant to the Act) in connection with the
offering described in the Registration Statement.

         We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.

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

         1. The Common Stock included in the Units, the Over-Allotment Units and
the Purchase Option Units, when issued and sold in accordance with and in the
manner described in the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.

         2. Each of (a) the Units, the Over-Allotment Units, the Purchase
Option Units, (b) the Warrants included in the Units, the Over-Allotment Units,
the Purchase Option Units and (c) the Purchase Option, when issued and sold in
accordance with and in the manner described in the Registration Statement, will
constitute legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement of creditors' rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to the
extent indemnification provisions contained such documents, if any, may be
limited by applicable federal or state law and consideration of public policy.



Confluence Acquisition Partners I, Inc.
Page 2

          3. The Common Stock, when issued and paid for upon exercise of the
Warrants as contemplated by the Warrant Agreement and the Registration
Statement, will be duly authorized, validly issued, fully paid and
non-assessable.

         We are opining solely on all applicable statutory provisions of
Delaware corporate law, including the rules and regulations underlying those
provisions, all applicable provisions of the Delaware Constitution and all
applicable judicial and regulatory determinations. This opinion is limited to
the laws of the State of Delaware as in effect on the date hereof and we express
no opinion with respect to the laws of any other jurisdiction. We hereby consent
to the use of this opinion as an exhibit to the Registration Statement and any
amendments (including post-effective amendments) thereto, to the use of our name
as your counsel and to all references made to us in the Registration Statement
and in the Prospectus forming a part thereof and to the incorporation by
reference of this opinion and consent in any subsequent registration statement
filed pursuant to Rule 462(b) under the Act. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations promulgated thereunder.

                                                Very truly yours,

                                                /s/ Dilworth Paxson LLP