Exhibit 5.1

                      LEGAL OPINION OF TROUTMAN SANDERS LLP

                      [Letterhead of Troutman Sanders LLP]


                                  April 6, 2005

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 April 6, 2005 (the "Registration
Statement")  in connection  with the  registration  under the  Securities Act of
1933, as amended, of up to 6,000,000 shares (the "Shares") of your common stock,
no par value per share,  in connection  with that certain  Investment  Agreement
dated as of December 28, 2004 by and between you and Dutchess  Private  Equities
Fund II, LP (the  "Investment  Agreement").  As your legal counsel in connection
with the filing of the Registration  Statement, 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 of common stock.

         In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of your (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 the Investment Agreement,  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/ Troutman Sanders LLP
                                    ----------------------------------
                                    TROUTMAN SANDERS LLP