Exhibit 5.1


             LEGAL OPINION OF JENKENS & GILCHRIST PARKER CHAPIN LLP

              [Letterhead of Jenkens & Gilchrist Parker Chapin LLP]

                                                              November __, 2003
Ophthalmic Imaging Systems
221 Lathrop Way, Suite I
Sacramento, California 95815

Dear Sirs:

         We have examined the  Registration  Statement on Form SB-2 filed by you
with  the  Securities   and  Exchange   Commission  on  November  6,  2003  (the
"Registration  Statement"),  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended,  of up to 1,716,496  shares of your common
stock,  no par  value  per  share  (the  "Shares").  As your  legal  counsel  in
connection with the transaction,  we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.

         The Shares are being  registered for resale by Laurus Master Fund, Ltd.
The Shares  being sold by Laurus  are  issuable  by the  Company  pursuant  to a
Securities  Purchase  Agreement,  dated as of September  25,  2003,  between the
Company  and  Laurus  (the  "Purchase  Agreement").  Pursuant  to  the  Purchase
Agreement,  Ophthalmic Imaging Systems issued a convertible promissory note (the
"Note") and a warrant (the  "Warrant"),  each dated as of September 25, 2003. As
your legal  counsel in  connection  with the  transaction,  we have examined the
proceedings taken and are familiar with the proceedings  proposed to be taken by
you in connection with the sale and issuance of the Note and Warrant.

         In connection with the foregoing, we have examined originals or copies,
satisfactory  to us, of the  Company's  (i) Articles of  Incorporation  and (ii)
By-laws. 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.  In  such  examination,  we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to us as originals and
the conformity with the original  documents of all documents  submitted to us as
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 Ophthalmic Imaging Systems.

         It is our opinion that upon conclusion of the  proceedings  being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares,  the Shares,  when issued in the manner  described  in the  Registration
Statement and in the Purchase Agreement, the Note or the Warrant, as applicable,
will be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement  and further  consent to the use of our name under the caption  "Legal
Matters" in the prospectus constituting part of the Registration Statement.

                                       Very truly yours,
                                       /s/ Jenkens & Gilchrist Parker Chapin LLP
                                       -----------------------------------------
                                       JENKENS & GILCHRIST PARKER CHAPIN LLP