EXHIBIT 5.1

                             OPINION OF DECHERT LLP

January 30, 2006

Datascope Corp.
14 Philips Parkway
Montvale, NJ 07645

Gentlemen and Ladies:

         We have acted as counsel to Datascope Corp. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an aggregate of 1,200,000 shares (the "Shares") of
the Company's common stock, par value $.01 per share ("Common Stock"), proposed
to be issued pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed today with the Securities and Exchange Commission under
the Securities Act relating to the Datascope Corp. 2005 Equity Incentive Plan
(the "Plan").

         We have participated in the preparation of the Registration Statement
and examined such corporate records and documents and matters of law as we have
considered appropriate to enable us to give this opinion. In making our
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to all
authentic original documents of all documents submitted to us as copies.

         Based upon and subject to the foregoing, it is our opinion that the
Common Stock, when issued, delivered and paid for in the manner described in the
Plan, will be validly issued, fully paid and nonassessable.

         Our opinion expressed herein is rendered for your benefit in connection
with the transactions contemplated herein. The opinion expressed herein may not
be used or relied on by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without our prior written consent, except as
noted below.

         We hereby consent to the filing of this opinion as exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.

                                                      Very truly yours,


                                                      DECHERT LLP