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                                                                     Exhibit 5.1




                                  May 24, 2001

The Board of Directors
Ampersand Medical Corporation
414 North Orleans, Suite 510
Chicago, Illinois 60610


Dear Sirs:

         We have examined the registration statement to be filed with the
Securities and Exchange Commission on or about May 25, 2001 for registration
under the Securities Act of 1933, as amended, of up to 4,000,000 shares of
common stock, par value $0.001 per share of Ampersand Medical Corporation (the
"Company") to be issued and sold by the Company in connection with the merger of
AccuMed International, Inc. with and into a subsidiary of the Company. We have
examined pertinent corporate documents and records of the Company, including its
Certificate of Incorporation and its By-Laws, and we are familiar with the
corporate proceedings had and contemplated in connection with the issuance of
the subject shares by the Company. We have also made such other examination as
we have deemed necessary or appropriate as a basis for the opinion hereinafter
expressed.

         On the basis of the foregoing, we are of the opinion that the 4,000,000
shares of common stock to be offered by the Company have been duly authorized,
and, when issued and paid for on the basis referred to in the aforementioned
registration statement, such shares will be legally issued, fully paid and
non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to our firm in the proxy
statement-prospectus under the caption, "Legal Matters."

                            Very truly yours,

                            SCHWARTZ, COOPER, GREENBERGER & KRAUSS,
                            CHARTERED

                            By: /s/ Robert A. Smoller
                                --------------------------------------------
                                    Robert A. Smoller