Exhibit 5.1

[Heller Ehrman White & McAuliffe Letterhead]


October 27, 2004


Adeza Biomedical Corporation
1240 Elko Drive.
Sunnyvale, California, 94089


                       REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

     We have acted as counsel to Adeza Biomedical Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-1 (Registration No. 333-118012) filed with the Securities and Exchange
Commission (the "SEC") on August 6, 2004 (as amended by Amendment No. 1 thereto
filed with the SEC on September 22, 2004, Amendment No. 2 thereto with the SEC
filed on October 27, 2004) and as may be further amended or supplemented, the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended, 4,312,500 shares of its authorized but unissued Common
Stock, par value $0.001 per share (the "Shares"). The Shares, which include up
to 562,500 shares of the Company's Common Stock issuable pursuant to an
over-allotment option granted to the underwriters, are to be sold pursuant to an
Underwriting Agreement (the "Underwriting Agreement") among the Company and UBS
Securities LLC, SG Cowen & Co., LLC, Thomas Weisel Partners LLC, and William
Blair & Company, L.L.C., as representatives of the several underwriters named in
Schedule A to the Underwriting Agreement.

     We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies.

     In rendering our opinion, we have examined the following records, documents
and instruments:

     (a)  The Amended and Restated Certificate of Incorporation of the Company,
          filed as an exhibit to the Registration Statement and to be filed with
          the Delaware Secretary of State in connection with the sale of the
          Shares, and certified to us by an officer of the Company as being the
          form to be filed


[HELLER EHRMAN ATTORNEYS]                           Adeza Biomedical Corporation
                                                                October 27, 2004
                                                                          Page 2

          with the Delaware Secretary of State in connection with the sale of
          the Shares;

     (b)  The Bylaws of the Company certified to us by an officer of the Company
          as being complete and in full force and effect as of the date of this
          opinion;

     (c)  A Certificate of an officer of the Company (i) attaching records
          certified to us as constituting all records of proceedings and actions
          of the Board of Directors, including any committee thereof, and
          stockholders of the Company relating to the Shares and the
          Registration Statement, and (ii) certifying as to certain factual
          matters;

     (d)  The Registration Statement; and

     (e)  A form of the Underwriting Agreement to be filed as Exhibit 1.1 to the
          Registration Statement.

     This opinion is limited to the federal law of the United States of America
and the General Corporation Law of the State of Delaware, and we disclaim any
opinion as to the laws of any other jurisdiction. We further disclaim any
opinion as to any other statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional or local governmental
body or as to any related judicial or administrative opinion.

     Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold, (ii) the Underwriting
Agreement signed by the parties thereto conforms in all material respects to the
form of Underwriting Agreement to be filed as Exhibit 1.1 to the Registration
Statement, (iii) the currently unissued Shares to be sold by the Company are
issued, delivered and paid for in accordance with the terms of the Underwriting
Agreement, (iv) appropriate certificates evidencing the Shares will be executed
and delivered by the Company, (v) the three-for-four reverse split of the
Company's Common Stock described in the Registration Statement will be effected
in accordance with applicable laws, and (vi) all applicable securities laws are
complied with, it is our opinion that, when issued by the Company, the Shares
covered by the Registration Statement will be legally issued, fully paid and
nonassessable.

     This opinion is rendered to you in connection with the Registration
Statement and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date of this
opinion.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.

                                   Very truly yours,

                                   /s/  Heller Ehrman White & McAuliffe