EXHIBIT 5.1
                               WOODBURN AND WEDGE
                             One East First Street
                                   Suite 1600
                              Post Office Box 2311
                                 Reno, NV 89505

                                        February 15, 1996

Cyanotech Corporation
73-4460 Queen Kaahumanu Hwy.
Suite 102
Kailua-Kona, Hawaii 96740

                Re: Registration Statement Form SB-2, 1,725,000

Ladies and Gentlemen:

    We  have acted as special Nevada  counsel to Cyanotech Corporation, a Nevada
corporation (the  "Company"),  in connection  with  the registration  under  the
Securities  Act of 1933, as amended, of 1,725,000 shares of the Company's Common
Stock, $0.005 par value per share (the "Shares").

    In connection with this opinion, we have examined the following documents:

    A. Restated Articles of Incorporation of the Company, as amended to date, on
       file with the Nevada Secretary of State;

    B.  Bylaws of the Company, as amended to date;

    C.  Resolutions adopted by the Board of Directors of the Company  pertaining
       to the Shares; and

    D.  The Registration  Statement on  Form SB-2,  dated February  15, 1996, as
       filed by the Company with the Securities and Exchange Commission covering
       the   Shares    (the    "Registration    Statement"),    including    the
       Prospectus/Information  Statement (the "Prospectus")  constituting a part
       of such Registration Statement.

    In addition,  we  have examined  such  other  documents as  we  have  deemed
necessary or appropriate as a basis for the opinions hereinafter expressed.

    As   to  certain  questions  of  fact,   we  have  relied,  without  further
investigation, upon certificates of governmental authorities and of officers  of
the  Company. Additionally, we have assumed that the signatures on all documents
examined by us are genuine, that all documents submitted to us as originals  are
authentic  and that all documents submitted to  us as copies or as facsimiles of
copies or originals, conform with the  originals, which assumptions we have  not
independently verified.

    Based upon the foregoing and the examination of such legal authorities as we
have  deemed relevant, and subject to the qualifications and further assumptions
set forth below, we are of the opinion that the Shares to which the Registration
Statement and Prospectus relate are duly authorized and, when issued and sold as
described in the Registration Statement and Prospectus, will be validly  issued,
fully paid and non-assessable.

    The  foregoing opinion is limited to  the matters expressly set forth herein
and no opinion may be implied  or inferred beyond the matters expressly  stated.
We  disclaim any obligation to update this letter for events occurring after the
date of this letter, or as a result of knowledge acquired by us after that date,
including changes in any of  the statutory or decisional  law after the date  of
this  letter. We are  members of the bar  of the State of  Nevada. We express no
opinion as to the effect and application of any United States federal law,  rule
or  regulation or any  securities or blue  sky laws of  any state, including the
State of Nevada. We are not opining on, and assume no responsibility as to,  the
applicability  to or the effect on any of the matters covered herein of the laws
of any other jurisdiction, other than the laws of Nevada as presently in effect.

    We hereby  consent  to  the  use  of this  opinion  as  an  exhibit  to  the
Registration  Statement  and to  the  reference to  our  name in  the Prospectus
constituting a  part of  such Registration  Statement under  the heading  "Legal
Matters."

                                          Very truly yours,

                                          WOODBURN AND WEDGE

                                          By:       /s/ KIRK S. SCHUMACHER

                                             -----------------------------------
                                                     Kirk S. Schumacher