EXHIBIT 5.1

                                  May 17 , 2002

Ventana Medical Systems, Inc.
1910 Innovation Park  Drive
Tucson, AZ 85705

    RE:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We are familiar with the proceedings taken and proposed to be taken by
Ventana Medical Systems, Inc., a Delaware corporation (the "Company"), with
respect to 300,000 shares of Common Stock, par value $.001 per share (the
"Shares"), of the Company to be offered and sold from time to time pursuant to
the Company's 1996 Employee Stock Purchase Plan (the "Purchase Plan"). As
counsel for the Company, we have assisted in the preparation of a Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933, as amended.

     In this connection, we have examined the Certificate of Incorporation and
By-Laws of the Company, records of proceedings of the Board of Directors and
stockholders of the Company, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based upon
our examination and inquiries, we are of the opinion that the Shares, when
issued pursuant to the terms and conditions of the Purchase Plan, will be duly
authorized, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement described above.

                                        Very truly yours,

                                        /s/ Christian J. Hoffmann, III

                                        Christian J. Hoffmann, III
                                        For the Firm


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