EXHIBIT 23(B)
                                                                   -------------


                      Jenkens & Gilchrist Parker Chapin LLP


                                                               AUSTIN, TEXAS
                                                               (512) 499-3800
                       THE CHRYSLER BUILDING
                        405 LEXINGTON AVENUE                CHICAGO, ILLINOIS
                      NEW YORK, NEW YORK 10174                (312) 425-3900
                                                              DALLAS, TEXAS
                                                              (214) 855-4500
                           (212) 704-6000
                      FACSIMILE (212) 704-6288                HOUSTON, TEXAS
                                                              (713) 951-3300

                          www.jenkens.com                LOS ANGELES, CALIFORNIA
                                                              (310) 820-8800

                                                            SAN ANTONIO, TEXAS
                                                              (210) 246-5000

                                                             WASHINGTON, D.C.
                                                              (202) 326-1500


                                  March 1, 2002


Ophthalmic Imaging Systems
221 Lathrop Way, Suite I
Sacramento, CA 95815

Ladies and Gentlemen:

      We have acted as counsel  to  Ophthalmic  Imaging  Systems,  a  California
corporation  (the  "Company"),  in connection  with its filing of a Registration
Statement on Form S-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission  under the  Securities Act of 1933, as amended (the "Act"),
relating to the offering of up to 1,500,000 shares of common stock, no par value
of  the  Company  (the  "Shares"),  to key  employees  (including  officers  and
directors who are key employees)  and to  consultants  and directors who are not
employees of the Company, issuable upon the exercise of options that either have
been,  or from time to time may be,  granted by the Company under its 2000 Stock
Option Plan (the "Plan") and such additional  indeterminate  number of Shares of
common stock as may be issued under the anti-dilution provisions of the Plan.

      In our capacity as counsel to the Company,  we have examined  originals or
copies,  satisfactory to us, of the Company's (i) Certificate of  Incorporation,
as amended,  (ii) By-laws,  as amended,  and (iii)  resolutions of the Company's
board of directors  and  shareholders  adopting the Plan.  We have also reviewed
such  other  matters of law and  examined  and  relied  upon all such  corporate
records, agreements, certificates and other documents as we have deemed relevant
and  necessary  as a basis for the opinion  hereinafter  expressed.  We have not
examined each option  contract in respect of options  granted under the Plan. We
have, however examined the form of option contract which the Company has advised
us is the form of option  contract  used by it under the Plan. We have also been
informed by the Company  that each option  contract  between the Company and the
option  holders  under  the  Plan is  substantially  in the  form of the  option
contract we examined.  In all of our examinations,  we have assumed the accuracy
of all  information  furnished to us, the  genuineness  of all  signatures,  the
authenticity of all documents submitted to



Ophthalmic Imaging Systems
March 1, 2002
Page 2


us as originals and the conformity with the original  documents of all documents
submitted to us as photostatic copies or facsimiles. As to any facts material to
such opinion,  we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public  officials and  certificates
of officers or other representatives of the Company.

      Our  opinion  is  limited  to the date  hereof  and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof.

      Finally, we are counsel admitted to practice only in the state of New York
and we express no opinions as to the applicable laws of any  jurisdiction  other
than those of the State of New York,  the federal  laws of the United  States of
America and the Corporations Code of the State of California.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares of the Company's common stock that may be issued pursuant to the exercise
of options  granted or to be granted under the Plan, when issued pursuant to the
provisions of the Plans, will be legally issued, fully paid and non-assessable.

      We hereby consent to the filing of a copy of this opinion as an exhibit to
the Company's  Registration  Statement  with respect to the Plan. In giving this
consent,  we do not  thereby  admit that we are within the  category  of persons
whose consent is required under Section 7 of the Act, the rules and  regulations
of the Securities and Exchange Commission  promulgated thereunder or Item 509 of
Regulation S-B promulgated under the Act.

                                   Very truly yours,


                                   /s/ JENKENS & GILCHRIST PARKER CHAPIN LLP
                                   JENKENS & GILCHRIST PARKER CHAPIN LLP