Exhibit 5.1

                                  [LETTERHEAD]


   
                                October 28, 1997
    

Aquasearch, Inc.
73-4460 Queen Ka'ahumanu Hwy.
Suite 110
Kailua-Kona, HI 96740

      RE:   REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:
   
     We have examined the Registration Statement on Form SB-2 filed with the 
Securities and Exchange Commission (the "Registration Statement"), in 
connection with the registration under the Securities Act of 1933, as 
amended, of 12,204,314 shares (the "Registered Shares") of your Common Stock 
(the "Shares") and 5,347,244 Common Stock Purchase Warrants (the "Warrants"). 
Of the Registered Shares, 1,250,000 shares (the "New Shares") are authorized 
but heretofore unissued. These New Shares are to be issued as described in 
the Registration Statement. As your counsel, we have examined the proceedings 
proposed to be taken in connection with the issuance of the New Shares.

     It is our opinion that, upon completion of the proceedings being taken 
in order to permit such transactions to be carried out in accordance with the 
laws of the various states, where required, the New Shares, when issued in 
the manner referred to in the Registration Statement, will be legally and 
validly issued, fully paid and nonassessable.
    
     We consent to the use of this opinion as an exhibit to the Registration 
Statement, and further consent to the use of our name wherever appearing in 
the Registration Statement, including the Prospectus constituting a part 
thereof, and any amendment thereto.

                                         Very truly yours,

                                         WILSON SONSINI GOODRICH & ROSATI
                                         Professional Corporation


                                         /s/Wilson Sonsini Goodrich & Rosati