EXHIBIT 5.1

                                 [LETTERHEAD]


                               January 22, 1998


General Surgical Innovations, Inc.
10460 Bubb Road
Cupertino, California 95014

   REGISTRATION STATEMENT ON FORM S-8
   ----------------------------------

Ladies and Gentlemen:

   We have examined the Registration Statement on Form S-8 (the "REGISTRATION 
STATEMENT") to be filed by you with the Securities and Exchange Commission 
(the "COMMISSION") on or about January 23, 1998 in connection with the 
registration under the Securities Act of 1933, as amended, of a total of 
998,905 shares of your Common Stock (the "SHARES") reserved for issuance 
under the General Surgical Innovations, Inc. 1992 Stock Option Plan (the 
"Plan"). As your legal counsel in connection with this transaction, we have 
examined the proceedings taken and are familiar with the proceedings proposed 
to be taken by you in connection with the sale and issuance of the Shares 
under the Plan.

   It is our opinion that, when issued and sold in the manner referred to in 
the Plan and pursuant to the respective agreement which accompanies each 
grant under the Plan, the Shares will be legally and validly issued, fully 
paid and non-assessable.

   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 in any amendment thereto.

                                       Very truly yours,

                                       VENTURE LAW GROUP
                                       A Professional Corporation


                                       /s/ Venture Law Group