Exhibit 5.1

September 24, 1999


Image Guided Technologies, Inc.
5710-B Flatiron Parkway
Boulder, Colorado 80301


Ladies and Gentlemen:


We are counsel to Image Guided Technologies, Inc., a Colorado corporation
(the "Company"), and in such capacity have examined the Company's
Registration Statement on Form S-8 (the "Registration Statement"), being
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of the offering of
a maximum of 338,689 shares (the "Shares") of the Company's Common Stock, to
be issued pursuant to the Company's Stock Option Agreement with Paul L. Ray,
as amended and the Company's Employee Stock Purchase Plan (the "Plans"). We
are familiar with the proceedings undertaken by the Company in connection
with the authorization, reservation and registration of the Shares.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated
by the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.


Very truly yours,

IRELAND, STAPLETON, PRYOR & PASCOE, P.C.


By: /s/ William E. Tanis
    -----------------------------------
    William E. Tanis, Vice President