NEUMAN & DRENNEN, LLC
                               Attorneys at Law
                              TEMPLE-BOWRON HOUSE
                               1507 PINE STREET
                            BOULDER, COLORADO 80302
                           Telephone: (303) 449-2100
                           Facsimile: (303) 449-1045


                               October 18, 1999


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

     Re:  Registration Statement on Form SB-2

Ladies and Gentlemen:

     We have acted as counsel to Cell Robotics International, Inc. (the
"Company") in connection with Registration Statement on Form SB-2 (the
"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 481,250 shares of
Common Stock, $.004 par value ("Common Stock") and 148,750 Common Stock
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 481,250 shares of the Company's Common Stock being registered for
     sale and offered to the public by the Company as more fully described in
     the Registration Statement are lawfully and validly issued, fully paid
     and non-assessable securities of the Company.

4.   The 148,750 shares of the Company's Warrants being registered for sale
     and offered to the public by the Selling Shareholders as more fully
     described in the Registration Statement, are duly and validly authorized,
     legally issued, fully paid and non-assessable.

                              Sincerely,



                              Clifford L. Neuman

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