EXHIBIT 5.1

September 29, 1998



Bio-Vascular, Inc.
2575 University Avenue
St. Paul, MN  55114

RE:  REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

We are acting as counsel for Bio-Vascular Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of the offer and
sale of 585,872 shares of the Company's Common Stock, $.01 par value (including
the associated Common Stock Purchase Rights) (the "Shares"), pursuant to the
Company's Registration Statement on Form S-3 (the "Registration Statement").

The Registration Statement has been filed with the Securities and Exchange
Commission on September 29, 1998 behalf of those certain selling shareholders
named therein (the "Selling Shareholders"). The Shares have been issued under
the terms of an Acquisition Agreement and Plan of Reorganization, dated as of
July 31, 1998, by and among the Company, Jer-Neen Manufacturing Co., Inc. and
the Selling Shareholders (the "Acquisition Agreement").

In rendering this opinion, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements and other instruments, certificates of officers,
certificates of public officials and other documents as we have deemed necessary
or appropriate as a basis for the opinions expressed herein.

In connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, it is our opinion that:

         (1)      The Company had the corporate authority to issue the Shares in
                  the manner and under the terms of the Acquisition Agreement.

         (2)      The Shares being registered for resale by the Selling
                  Shareholders under the Registration Statement have been duly
                  authorized and are validly issued, fully paid and
                  nonassessable.

 
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as part of the Registration Statement, and to
the use of our name under the caption "Validity of Common Stock" in the
Prospectus constituting a part of the Registration Statement.

We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. This opinion is
not to be used, circulated, quoted or otherwise referred to for any other
purpose. Other than the Company, no one is entitled to rely on this opinion.

Very truly yours,

/s/ OPPENHEIMER WOLFF & DONNELLY LLP