EXHIBIT 5.1


                  [GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]



August 20, 2002


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

RE: ABAXIS, INC. REGISTRATION STATEMENT 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 registration
statement on Form S-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 1,133,829 shares of Common Stock, no par value, issuable by the
Company upon the conversion of shares of the Company's Series E Convertible
Preferred Stock issued to certain selling shareholders (the "Conversion
Shares"), 641,885 shares of Common Stock issuable by the Company upon the
exercise of warrants issued and outstanding (the "Warrant Shares") and 25,000
shares of Common Stock.

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 1,800,714 shares of
Common Stock of the Company being registered pursuant to the Registration
Statement and sold by the selling shareholders are duly authorized shares of
Common Stock and the Conversion Shares (if and when issued upon conversion of
the shares of the Company's Series E Convertible Preferred Stock in accordance
with the Company's Articles of Incorporation) and the Warrant Shares (if and
when issued upon the exercise of the warrants in accordance with their terms)
will be validly issued, fully paid and nonassessable.

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
-----------------------------------------------
GRAY CARY WARE & FREIDENRICH LLP