Exhibit 5.1

    Opinion of Katten Muchin Zavis Rosenman, the legal counsel to the Company

July 14, 2004


Kensey Nash Corporation
Marsh Creek Corporate Center
55 East Uwchlan Avenue
Exton, Pennsylvania  19341


Ladies and Gentlemen:

We have acted as counsel to Kensey Nash Corporation, a Delaware corporation (the
"Company"),  in connection  with the  preparation  and filing of a  Registration
Statement on Form S-8 (the "Registration  Statement") for the registration under
the Securities Act of 1933, as amended (the "Act"),  of the issuance and sale by
the  Company  of up to an  additional  850,000  shares  (the  "Shares")  of  the
Company's  common  stock,  $0.001  par  value per share  (the  "Common  Stock"),
pursuant to the Fourth  Amended and Restated  Kensey Nash  Corporation  Employee
Incentive  Compensation  Plan (the "Plan").  This opinion is being  furnished in
accordance  with the  requirements of Item 601(b)(5) of Regulation S-K under the
Act.

In connection with this opinion,  we have relied as to matters of fact,  without
investigation,  upon  certificates  of  public  officials  and  others  and upon
affidavits,  certificates  and written  statements  of  directors,  officers and
employees of, and the  accountants  for, the Company.  We have also examined and
relied upon  originals  or copies,  certified  or  otherwise  identified  to our
satisfaction, of the following:

        1.   The Certificate of Incorporation of the Company, as amended;

        2.   The By-laws of the Company, as amended;

        3.   Resolutions adopted by the Board of Directors of the Company
             relating to the Plan and the Registration Statement;

        4.   The Plan;

        5.   A form of specimen stock certificate representing the Common Stock;
             and

        6.   Such other  instruments,  documents,  statements and records of the
             Company and others as we have deemed  relevant and  necessary to
             examine and rely upon for the purpose of this opinion.

In  connection  with this  opinion,  we have  assumed the legal  capacity of all
natural persons, the accuracy and completeness of all documents and records that
we have reviewed,  the genuineness of all  signatures,  the due authority of the
parties signing such documents,  the authenticity of the documents  submitted to
us as  originals  and the  conformity  to  authentic  original  documents of all
documents submitted to us as certified, conformed or reproduced copies.

Based  upon  and  subject  to  the  foregoing,  it  is  our  opinion  that  when
certificates  representing  the Shares in the form of the  specimen  certificate
examined  by us have  been  manually  signed  by an  authorized  officer  of the
transfer  agent and  registrar  for the  Common  Stock or the  Shares  have been
registered and issued  electronically  through the Depository Trust Company, and
when  the  Shares  are  issued  and  delivered  by the  Company  and paid for in
accordance with the terms of the Plan, the Shares will be validly issued,  fully
paid and nonassessable.

Our opinion  expressed  above is limited to the General  Corporation  Law of the
State of Delaware,  the applicable  provisions of the Delaware  constitution and
the reported  judicial  decisions  interpreting such laws. We do not express any
opinion  concerning any other laws.  This opinion is given as of the date hereof
and we assume no  obligation  to advise you of  changes  that may  hereafter  be
brought to our attention.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration  Statement. In giving this consent,
we do not thereby  admit that we are included in the  category of persons  whose
consent is required  under Section 7 of the Act or the rules and  regulations of
the Securities and Exchange Commission.



Very truly yours,

/S/ KATTEN  MUCHIN ZAVIS ROSENMAN

KATTEN MUCHIN ZAVIS ROSENMAN