EXHIBIT 5.1







                                  July 14, 2004


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 a Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the registration of 669,738
shares of common stock, par value $0.01 per share, of the Company (the "Shares")
that may be sold by certain shareholders of the Company.


         In connection with the opinion expressed herein, we have assumed that
the Registration Statement will have become effective and that the shares of
Common Stock covered by this opinion will be 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.

         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
validly issued and are 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.



         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