1
                                                                     EXHIBIT 5.1


                 [Catalyst Corporate Finance Lawyers Letterhead]

February 15, 2001
Genetronics Biomedical Ltd.
11199 Sorrento Valley Road
San Diego, CA 92121

        RE:    GENETRONICS BIOMEDICAL LTD. (THE "COMPANY") FORM S-3 FILING

Ladies and Gentlemen:

        We are Canadian counsel for the Company, a corporation incorporated
pursuant to the laws of the province of British Columbia. We are rendering this
opinion in connection with the Company's S-3 registration under the Securities
Act of 1933, as amended, of 1,000,000 shares of common stock (the "Shares")
which are held by the selling stockholders named in such registration statement.

        We have made or caused to be made such investigations and examined
originals or copies certified or otherwise identified to our satisfaction, of
such records and corporate proceedings, certificates and other documents that we
have considered relevant to this opinion. We have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to authentic original documents of all documents submitted to
us as certified or confirmed copies or facsimiles.

        The opinions expressed herein are limited to the application of the laws
of the Province of British Columbia and the laws of Canada applicable therein,
in effect on the date hereof. This opinion is given to you as of the date hereof
and we disclaim any obligation to advise you of any change after the date hereof
in any matter set forth herein, and we express no opinion as to the effect of
any subsequent course of dealing or conduct between the parties referred to
herein.

        Based on and subject to the foregoing, we are of the opinion that the
Shares are validly issued, fully paid and non-assessable.

        James L. Heppell a director of the Company, is a partner in the law firm
of Catalyst Corporate Finance Lawyers. Mr. Heppell owns, directly or indirectly,
20,500 common shares of the Company. R. David Toyoda is a partner in the law
firm of Catalyst Corporate Finance Lawyers and owns, directly or indirectly,
6,000 common shares of the Company.

        This opinion may be delivered only to the Securities and Exchange
Commission (the "SEC") and is solely for the benefit of the SEC in connection
with the Company's filing of the registration statement on Form S-3. This
opinion may not be relied upon by the SEC for any other purpose or by any other
person, firm, or corporation for any purpose without the prior written consent
of this firm.



                                       29
   2

        We hereby consent to the filing of this opinion as an exhibit to the
registration statement referred to above and the use of our name wherever it
appears in said registration statement.

                                        Respectfully submitted,



                                        /s/ Catalyst Corporate Finance Lawyers
                                        ----------------------------------------
                                        Catalyst Corporate Finance Lawyers



                                       30