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                                                                    EXHIBIT 5




                                  May 16, 1996


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

        Re:  Registration Statement on Form S-8

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") with the
Securities and Exchange Commission for the registration for sale under the
Securities Act of 1933, as amended, of 930,000 shares of the Company's Common
Stock, $.001 par value (the "Common Stock"), which may be issued pursuant to
the Kensey Nash Corporation Non-Employee Directors' Stock Option Plan (the
"Stock Option Plan") and the Kensey Nash Corporation Employee Incentive
Compensation Plan (the "Incentive Compensation Plan"), and for the registration
of 457,171 shares of the Company's Common Stock issued pursuant to the Kensey
Nash Corporation Employee Common Stock Settlement Plan (the "Settlement Plan").

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

              1.  The Registration Statement;

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

              3.  The Amended and Restated By-Laws of the Company;

              4.  Resolutions duly adopted by the Board of Directors of the 
                  Company relating to the adoption of the Stock Option Plan, 
                  the Incentive Compensation Plan and the Settlement Plan;
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Kensey Nash Corporation
May 16, 1996
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              5.  The Stock Option Plan, the Incentive Compensation Plan and the
                  Settlement Plan;

              6.  Certificates of public officials, certificates of officers,
                  representatives and agents of the Company, and we have 
                  assumed that all of the representations contained therein 
                  are accurate and complete; and

              7.  Such other instruments, documents, statements 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.

        In connection with this opinion, we have assumed 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.  We
have further assumed that all natural persons involved in the transactions
contemplated by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective obligations and to
carry out their roles in the Offering.

        Based upon the foregoing, we are of the opinion that the 930,000 shares
of Common Stock issuable under the Stock Option Plan and Incentive Compensation
Plan (the "Option Plans"), when issued and delivered by the Company in
accordance with the terms of the respective Option Plans, will be validly
issued, fully paid and nonassessable securities of the Company.  In addition,
based upon the foregoing, we are of the opinion that the 457,171 shares of
Common Stock previously issued under the Settlement Plan and delivered by the
Company in accordance with the terms of the Settlement Plan, are validly
issued, fully paid and nonassessable securities of the Company.


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Kensey Nash Corporation
May 16, 1996
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        Our opinion expressed above is limited to the laws of the United States
of America and the General Corporation Law of the State of Delaware, and we do
not express any opinion herein concerning any other law.  In addition, we
express no opinion herein concerning any statutes, ordinances, administrative
decisions, rules or regulations of any county, town, municipality or special
political subdivision (whether created or enabled through legislative action at
the federal, state or regional level).  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.  We hereby consent to the use of this opinion for
filing as Exhibit 5 to the Registration Statement.

                                          Very truly yours,




                                          KATTEN MUCHIN & ZAVIS