EXHIBIT 5
EXHIBIT 23(a)




April 15, 2002


Uroplasty, Inc.
2718 Summer Street Northeast
Minneapolis, Minnesota   55413-2820

Re:   Registration Statement on Form S-3
      File No. 333-75826

Ladies and Gentlemen:

         We have acted as legal counsel to Uroplasty, Inc., a Minnesota
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 3,071,535 shares of common
stock, 1,023,845 common stock purchase warrants (the "Warrants"), and 1,023,845
shares of common stock (the "Warrant Shares") issuable upon exercise of the
Warrants. The Shares and Warrants together are being offered to the Company's
shareholders pursuant to 1,023,845 subscription rights (the "Rights") which the
Company intends to distribute, without charge, to its shareholders (the "Rights
Offering"). The Company's Registration Statement on Form S-3, which was
originally filed by the Company with the Securities and Exchange Commission on
December 21, 2001 and which has been amended (as so amended, the "Registration
Statement"), describes each of the Rights, the Shares, the Warrants, the Warrant
Shares, and the Rights Offering in greater detail.

         As such counsel, we have reviewed the corporate proceedings taken by
the Company with respect to the authorization of the issuance of the Rights, the
Shares, the Warrants and the Warrant Shares. We have also examined and relied
upon originals or copies of such corporate records, documents, agreements or
other instruments of the Company, including without limitation, the Articles of
Incorporation, as amended, of the Company and the Bylaws, as amended, of the
Company. As to all matters of fact (including factual conclusions and
characterizations and descriptions of purpose, intention or other state of mind)
we have entirely relied upon certificates of officers of the Company, and have
assumed, without independent inquiry, the accuracy of those certificates.

         We have assumed the genuineness of all signatures, the conformity to
the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing a document. We have also
assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied.

         We further assume that (a) all Rights will be granted and distributed
in accordance with the terms of the Rights Offering as described in the
Registration Statement, and (b) all Shares and Warrants issued upon exercise of
the Rights and all Warrant Shares issued upon exercise of the Warrants will be
issued in accordance with the terms of the Rights Offering as described in the
Registration Statement.

         This opinion is limited solely to the laws of the State of Minnesota as
applied by courts located in the State of Minnesota, the applicable provisions
of the Minnesota Constitution and the reported judicial decisions interpreting
those laws.

         Subject to the foregoing it is our opinion that:

         1.       The Company has been duly incorporated under the laws of the
                  State of Minnesota and is now a validly organized and existing
                  corporation under the laws of the State of Minnesota and has
                  the corporate authority to issue the Rights, the Shares, the
                  Warrants and the Warrant Shares.

         2.       The Rights, when granted and distributed in accordance with
                  the terms of the Rights Offering, as described in the
                  Registration Statement, will be duly authorized and binding
                  obligations of the Company.

         3.       The Shares and Warrant Shares, when issued and delivered upon
                  the exercise, respectively, of the Rights and the Warrants in
                  accordance with the terms of the Rights Offering as described
                  in the Registration Statement, will be duly authorized,
                  validly issued, fully paid and non-assessable.

         4.       The Warrants, when issued and delivered upon the exercise of
                  the Rights in accordance with the terms of the Rights
                  Offering, as described in the Registration Statement, will be
                  duly authorized and binding obligations of the Company.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as a part of the Registration Statement and
to the use of our name under the caption "Legal Matters" in the Prospectus which
forms part of the Registration Statement.

Very truly yours,

/s/ KELLER & LOKKEN, P.A.

Keller & Lokken, P.A.