EXHIBIT 5

April 8, 2004

The Board of Directors of
Escalon Medical Corp.
351 East Conestoga Road
Wayne, PA 19087

Ladies and Gentlemen:

         We have acted as counsel to Escalon Medical Corp. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (the "Registration Statement") relating to the offer and
sale by certain shareholders of the Company of up to an aggregate of 800,000
shares (the "Shares") of common stock, $.001 par value, of the Company ("Common
Stock") and up to 120,000 shares (the "Warrant Shares") of Common Stock
purchasable upon exercise of Warrants to Purchase Common Stock (the "Warrants")
issued by the Company as of March 16, 2004.

         As counsel to the Company, we are familiar with all corporate
proceedings in connection with the preparation and filing of the Registration
Statement. We have also examined the Company's Articles of Incorporation and
Bylaws, each as amended to date, the corporate minutes and other proceedings and
records relating to the authorization, sale and issuance of the Shares, and such
other documents and matters of law as we have deemed necessary or appropriate in
order to render this opinion. Based upon the foregoing, it is our opinion that:

         1.       The Shares are duly authorized, legally and validly issued and
outstanding and fully paid and nonassessable.

         2.       The Warrant Shares, when issued in accordance with the terms
and conditions of the Warrants, will be duly authorized, legally and validly
issued and outstanding and fully paid and nonassessable.

         We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to our name in the prospectus
under the caption "Legal Matters."

                                            Sincerely,

                                            /s/ Duane Morris LLP

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