EXHIBIT 5.1

                 [Letterhead of David S. Hunt, Attorney at Law]

                                 March 20, 2002


Amnis  Systems  Inc.
3450  Hillview  Avenue
Palo  Alto,  California  94304

     Re:   Registration Statement on Form SB-2

Ladies  and  Gentlemen:

     I have acted as counsel to Amnis Systems Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form SB-2 to be filed with the Securities and Exchange Commission (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 12,500,00 shares of Common Stock, $.0001 par value
(the "Shares"), of the Company (the "Common Stock"), subject to issuance by the
Company upon conversion of secured convertible debentures and upon exercise of
related warrants and investment options pursuant to the terms of a financing
transaction entered into on December 28, 2001 by and among the Company and
Bristol Investment Fund, Ltd., (the "Financing Transaction").

     I have examined the originals or copies of such corporate records,
certificates of officers of the Company and/or public officials and such other
documents as I have deemed relevant and necessary as the basis for the opinions
set forth below. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as conformed
or photo copies and the authenticity of the originals of such copies.

     I have also assumed the due authorization and execution of the Registration
Statement.

     With respect to certain factual matters material to the opinions expressed
herein, I have relied, without independent investigation, on certificates of
public officials as to the good standing or qualification to do business, the
representations and warranties of the Company in the Registration Statement, and
statements contained in the certificates executed and delivered by the President
and Secretary of the Company.

     Based on my examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that I
have examined, I am of the opinion that when issued in accordance with the terms
of the



Financing Transaction, the Shares will be validly issued, fully paid and
non-assessable shares of Common Stock.

     This opinion is rendered to you solely for your benefit and may not be
used, circulated, quoted or relied upon by any other person, firm, corporation
or entity for any purpose without my prior written consent.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.

                               Very  truly  yours,

                               /s/  David  S.  Hunt

                               David  S.  Hunt


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