EXHIBIT 5


[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA  94301-1825
Phone:  650-833-2000  Fax: 650-327-3699  www.graycary.com

March 13, 2002

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

Ladies and Gentlemen:

As legal counsel for Abaxis, Inc., a California corporation (the "Company"), we
are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of up to 100,000 shares of the Common Stock,
without par value, of the Company which may be issued pursuant to the terms of
the Abaxis Tax Deferral Savings Plan (the "Plan").

We have examined all instruments, documents and records which 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. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California and the federal law of the
United States.

Based on such examination, we are of the opinion that the 100,000 shares of
Common Stock which may be issued under the Plan are duly authorized shares of
the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plan 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.

Respectfully submitted,



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