EXHIBIT 5.1


                          OPINION OF HELLER EHRMAN LLP


October 19, 2006

Alpha Innotech Corp.
2401 Merced Drive
San Leandro, CA  94577


                       REGISTRATION STATEMENT ON FORM S-8

         Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"REGISTRATION  STATEMENT")  filed  by  you  with  the  Securities  and  Exchange
Commission  (the  "COMMISSION")  on  October  19,  2006 in  connection  with the
registration  under  the  Securities  Act of  1933,  as  amended,  of a total of
3,213,666  shares of your Common  Stock (the  "SHARES"),  which are reserved for
issuance under the 2006 Equity Incentive Plan (the "PLAN").

         In connection  with this opinion,  we have assumed the  authenticity of
all  records,  documents  and  instruments  submitted  to us as  originals,  the
genuineness of all  signatures,  the legal  capacity of natural  persons and the
conformity to the originals of all records,  documents and instruments submitted
to us as copies.  We have  based our  opinion  upon our review of the  following
records, documents and instruments:

         (a)      The Amended and Restated  Certificate of  Incorporation of the
Company, as amended to date, certified by the Secretary of State of the State of
Delaware as of April 5, 2006 and certified to us by an officer of the Company as
being complete and in full force and effect as of the date of this opinion;

         (b)      The Bylaws of the Company, as amended to date, certified to us
by an officer of the Company as being  complete  and in full force and effect as
of the date of this opinion;

         (c)      A  Certificate  of an officer  of the  Company  (i)  attaching
records  certified to us as constituting  all records of proceedings and actions
of the Board of  Directors  and  stockholders  of the  Company  relating  to the
adoption  and  approval  of the Plan and the  Registration  Statement,  and (ii)
certifying as to certain factual matters;

         (d)      A Certificate of American Stock Transfer & Trust Company,  the
transfer agent of the Company, certifying as to the number of outstanding shares
of common stock of the Company;

         (e)      The Registration Statement; and

         (f)      The Plan.

         This  opinion is limited to the  federal  laws of the United  States of
America and the General  Corporation  Law of the State of Delaware.  We disclaim
any opinion as to any other statute, rule, regulation, ordinance, order or other
promulgation  of any other  jurisdiction  or any regional or local  governmental
body or as to any related judicial or administrative opinion.





         Based upon the foregoing and our  examination  of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion,  and
assuming  that (i) the  Registration  Statement  becomes and  remains  effective
during the period when the Shares are offered,  issued and sold, (ii) the Shares
to be sold are  issued  in  accordance  with the  terms of the  Plan,  (iii) the
Company  receives the full  consideration  for the Shares as stated in the Plan,
(iv) the per share  consideration  for each  Share  includes  payment of cash or
other  lawful  consideration  at least  equal to the par value of the  Company's
Common Stock,  and (v) all applicable  securities  laws are complied with, it is
our opinion that the Shares covered by the Registration  Statement,  when issued
and sold by the Company,  after payment  therefore in the manner provided in the
Plan and the  Registration  Statement,  will be legally  issued,  fully paid and
nonassessable.

         This  opinion is rendered to you in  connection  with the  Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose,  without our prior written consent. We disclaim
any  obligation to advise you of any change of law that occurs,  or any facts of
which we may become aware, after the date of this opinion.

                                                     Very truly yours,

                                                     /s/ Heller Ehrman LLP
                                                     ---------------------------
                                                     Heller Ehrman LLP


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