EXHIBIT 5.0

                                 June 14, 1996



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 counsel to Cell Robotics International, Inc. (the
"Company") in connection with a Registration Statement to be filed with the
United Stated Securities and Exchange Commission, Washington, D.C., pursuant to
the Securities Act of 1933, as amended, covering the registration of an
aggregate of 1,000,000 shares of the Company's $.004 par value Common Stock
(the "Common Stock") which may be issued from time to time by the Company
pursuant to the Cell Robotics International, Inc. Incentive Stock Option Plan
(the "Plan").  

     In connection with such representation of the Company, we have examined
and relied upon the original, or copies certified to our satisfaction, of (i)
the Amended and Restated Articles of Incorporation and the Amended and Restated
By-Laws of the Company; (ii) certain minutes and records of the corporate
proceedings of the Company; (iii) the Registration Statement and exhibits
thereto; (iv) the Plan; and such other documents and instruments as we have
deemed necessary for the expression of the opinions contained herein.

     In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.  As to various questions of fact
material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company, and upon other documents, records and instruments of the Company.

     Based upon the foregoing, we are of the opinion as follows:

     1.   The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.

     2.   The Company is authorized to issue up to 12,500,000 shares of $.004
par value Common Stock and up to 2,500,000 shares of $.04 par value Preferred
Stock.

     3.   The 1,000,000 shares of Common which may be issued from time to time
by the Company in accordance with appropriate actions taken by the Board of
Directors, have been duly authorized, and when so issued and sold at prices
equal to or in excess of the par value per share of the Common Stock and in
accordance with the provisions of the Plan, will be validly issued, fully paid
and nonassessable.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.

                                   Sincerely,


                                   Nathan L. Stone
NLS:at