July 16, 1996



Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico  87107

     Re:  Post-Effective Amendment No. 1 to Registration Statement on Form SB-2

Ladies and Gentlemen:

     We have acted as counsel to Cell Robotics International, Inc. (the
"Company") in connection with Post-Effective Amendment No. 1 to Registration
Statement on Form SB-2 (the "Amended 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 3,464,000 shares of Common Stock, $.004 par value ("Common
Stock") and 1,265,000 Class A Common Stock Purchase Warrants ("A Warrants"). 
In connection with such representation of the Company, we have examined such
corporate records, and have made such inquiry of government officials and
Company officials and have made such examination of the law as we deemed
appropriate in connection with delivering this opinion.

     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's authorized capital consists of twelve million five
hundred thousand (12,500,000) shares of Common Stock having a par value of
$0.004 each and two million five hundred thousand (2,500,000) shares of
Preferred Stock having a par value of $.04 each.

     3.   The 1,969,000 shares of the Company's Common Stock and 1,150,000 A
Warrants being registered for sale and offered by the Selling Shareholders as
more fully described in the Registration Statement are lawfully and validly
issued, fully paid and non-assessable securities of the Company.

     4.   The 1,265,000 shares of the Company's Common Stock issuable upon
exercise of the A Warrants shall, upon valid exercise of such Warrants and
issuance thereof as more fully described in the Registration Statement, be duly
and validly authorized, legally issued, fully paid and non-assessable.

     5.   The 230,000 shares of the Company's Common Stock issuable upon
exercise of a Placement Agent's Warrant shall, upon valid exercise of such
Warrant and issuance thereof as more fully described in the Registration
Statement, be duly and validly authorized, legally issued, fully paid and non-
assessable.

     6.   The 115,000 A Warrants to be issued upon exercise of the Placement
Agent's Warrant shall, upon the valid exercise of such Warrant and issuance
thereof as more fully described in the Registration Statement, be duly and
validly authorized, legally issued, fully paid and exercisable in accordance
with their terms.

                                   Sincerely,



                                   Nathan L. Stone

NLS:at