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                                                                     EXHIBIT 5.1

                      OPINION AND CONSENT OF LEGAL COUNSEL

                                                                   March 8, 2001

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

Ladies and Gentlemen:

     We have acted as counsel for Cyberonics, Inc., a Delaware corporation (the
"Company"), in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 1,000,000 shares (the
"Shares") of common stock, par value $.01 per share, of the Company issuable
upon exercise of options under the Amended and Restated 1997 Stock Plan and the
Stand-Alone Stock Option Agreement for Alan D. Totah (the "Plans").

     In connection with the foregoing, we have examined or are familiar with the
Restated Certificate of Incorporation of the Company, the Bylaws of the Company,
the Plans and the Registration Statement, and such other certificates,
instruments and documents as we have considered necessary or appropriate for
purposes of this opinion.

     Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares are issued in accordance with the
provisions of the Plans, will be validly issued and fully paid and
non-assessable.

     The foregoing opinion is limited to the laws of the United States of
America and the State of Delaware. For purposes of this opinion, we assume that
the Shares will be issued in compliance with all applicable state securities or
Blue Sky laws.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.

                                            Very truly yours,



                                            VINSON & ELKINS, L.L.P.