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                                                                     EXHIBIT 5.1


                  OPINION AND CONSENT OF LEGAL COUNSEL


                                                               February 16, 2001


Cyberonics, Inc.
16511 Space Center Boulevard, Suite 600
Houston, Texas  77058


Ladies and Gentlemen:

     We acted as counsel to Cyberonics, Inc., a Delaware corporation (the
"COMPANY"), in connection with the preparation of the Company's Registration
Statement on Form S-3 as filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "REGISTRATION
STATEMENT"), which Registration Statement relates to the proposed offer, sale
and delivery by the persons named as Selling Stockholders in the Registration
Statement (the "SELLING STOCKHOLDERS") of an aggregate of up to 2,518,000 shares
of the Company's common stock, $0.01 par value (the "SHARES").

     Before rendering this opinion, we have examined such certificates,
instruments and documents, reviewed such questions of law and made such other
investigations as we considered necessary or appropriate for the purposes of
this opinion.

     Based upon the foregoing examination and review, we are of the opinion that
the Shares have been duly authorized and validly issued and are fully paid and
nonassessable.

     This opinion is limited in all respects to the General Corporation Law of
the State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement.


                                        Very truly yours,


                                        VINSON & ELKINS L.L.P.