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                                                                     EXHIBIT 5.2


                  [GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]





June 13, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: ABAXIS, INC. POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-53484 ON FORM S-3

Ladies and Gentlemen:

As legal counsel for Abaxis, Inc., a California corporation (the "Company"), we
are rendering this opinion in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission) of a post-effective
amendment to Registration Statement No. 333-53484 on Form S-3 (the "Post
Effective Amendment No. 1") relating to the registration under the Securities
Act of 1933, as amended (the "Securities Act), of 1,418,599 shares of Common
Stock, no par value.

We have examined such instruments, documents and records as we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.

Based on such examination, we are of the opinion that the filing of the Post
Effective Amendment No. 1 will be accordance with Rule 486(b)(1)(v) as
promulgated by the Commission under the Securities Act and, accordingly, such
Post Effective Amendment No. 1 will be effective concurrent with its filing with
the Commission.

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. This opinion is to be used only in
connection with the issuance of the Common Stock while the Registration
Statement is in effect.

Respectfully submitted,

/s/ GRAY CARY WARE & FREIDENRICH LLP
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GRAY CARY WARE & FREIDENRICH LLP