EXHIBIT 5.1 (OPINION OF COUNSEL)

                                   June 4, 1999

Landec Corporation
3603 Haven Avenue
Menlo Park, CA  94025-1010

         REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about June 7, 1999 in connection with the
registration under the Securities Act of 1933, as amended, of a total of
750,000 shares of your Common Stock reserved for issuance under the 1996
Stock Option Plan and 225,000 shares of your Common Stock reserved for
issuance under the 1995 Employee Stock Purchase Plan (collectively the
"Shares"). As your 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.

     It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the
manner described in the Registration Statement 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.

                                   Sincerely,

                                   VENTURE LAW GROUP

                                   /s/ Venture Law Group

THN

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