EXHIBIT 5.1



                                                    June 17, 2002

Allied Healthcare International Inc.
555 Madison Avenue
New York, New York 10022

Ladies and Gentlemen:

     We have acted as counsel to Allied Healthcare International Inc., a New
York corporation (the "Company"), in connection with the preparation and filing
of this Registration Statement on Form S-3 (the "Registration Statement"), filed
under the Securities Act of 1933, as amended, relating to the registration of
13,346,567 shares of common stock, par value $0.01 per share, that may be sold
by certain shareholders of the Company (the "Shares").

     In connection with the opinion expressed herein, we have assumed that the
Registration Statement will have become effective and the Shares covered by this
opinion will be issued and sold in compliance with applicable federal and state
securities laws and in the manner described in the Registration Statement and
the prospectus contained therein.

     In connection with this opinion, we have examined originals, or certified,
conformed or reproduction copies, of all records, agreements, instruments and
other documents as we have deemed relevant or necessary as the basis for the
opinions hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies. As to any facts material to this opinion, we have,
without independent investigation, relied on certificates of public officials
and certificates of officers or other representatives of the Company.

     In rendering our opinion, we have assumed that the Company has received
consideration of at least the par value per Share for any Share that was not
acquired by a selling shareholder directly from the Company.

     Based on the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that the Shares have been duly
authorized and are validly issued, fully paid and non-assessable.




     The opinions set forth herein are limited to the matters specifically
addressed herein (subject to all of the qualifications and limitations provided
herein), and no other opinions are expressed or may be implied or inferred. The
foregoing opinions are made as of the date hereof and are expressly subject to
there being no material change in the law and there being no additional facts
which would materially affect the validity of the assumptions and conclusions
set forth herein or upon which these opinions are based.

     In rendering the foregoing opinion, our examination of matters of law has
been limited to the laws of the state of New York and the federal laws of the
United States of America.

     We assume no obligation to advise you of any changes to this opinion that
may come to our attention after the date hereof. This opinion may not be relied
upon or furnished to any other person except the addressee hereof without the
express written consent of this firm.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus that forms part of the Registration Statement. In
giving such consent, we do not thereby concede that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations thereunder or that we are "experts" within the meaning of
such act, rules and regulations.


                                Very truly yours,



                                /s/ Brown Raysman Millstein Felder & Steiner LLP