EXHIBIT 5.1
                                                                     -----------

                     [Sheppard, Mullin, Richter & Hampton LLP Letterhead]

March 29, 2004

HemaCare Corporation
21101 Oxnard Street
Woodland Hills, California  91367

Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as special counsel to HemaCare Corporation,  a California
corporation  (the  "Company"),  in connection with the  registration on Form S-8
(the "Registration  Statement") under the Securities Act of 1933, as amended, of
1,250,000  shares  of  the  Company's  Common  Stock  issuable  pursuant  to the
Company's 1996 Stock  Incentive  Plan, as amended (the "Plan").  This opinion is
being  furnished in accordance  with the  requirements of Item 8 of Form S-8 and
Item 601(b)(5)(i) of Regulation S-K.

         We have  reviewed the  Company's  charter  documents  and the corporate
proceedings taken by the Company with respect to the establishment and amendment
of the Plan.  With  respect to the  foregoing  documents,  we have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced  copies.  We also have obtained from the officers of the
Company  certificates as to certain factual matters necessary for the purpose of
this opinion and,  insofar as this opinion is based on such matters of fact,  we
have relied on such certificates  without  independent  investigation.

         Based on such review,  we are of the opinion that,  if, as and when the
shares of the Company's Common Stock are issued and sold (and the  consideration
therefor  received and  appropriate  stock  certificates  therefor  executed and
delivered)  pursuant to the provisions of the Plan,  such shares will be validly
issued,  fully paid and nonassessable.

         We consent to the filing of this  opinion  letter as Exhibit 5.1 to the
Registration Statement.

         We express no opinion as to matters governed by any laws other than the
California General Corporation Law, the applicable  provisions of the California
Constitution and reported decisions of the California courts  interpreting these
laws.

         We  express  no  opinion on  securities  issued  pursuant  to any other
registration statement of the Company.



Page Two

         This opinion  letter is rendered as of the date first written above and
we disclaim  any  obligation  to advise you of facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Plan,  or the shares of the  Company's  Common  Stock  issuable  under the Plan.


                                   Respectfully submitted,

                                   /s/  Sheppard, Mullin, Richter & Hampton LLP