Exhibit 5.1

		650 Town Center Drive, 20th Floor
		Costa Mesa, California 92626-1925
		Tel: +1.714.540.1235  Fax: +1.714.755.8290
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Abu Dhabi		Moscow
		Barcelona		Munich
		Beijing		New Jersey
		Boston		New York
May 4, 2011		Brussels		Orange County
		Chicago		Paris
		Doha		Riyadh
		Dubai		Rome
		Frankfurt		San Diego
		Hamburg		San Francisco
		Hong Kong		Shanghai
Advanced BioHealing, Inc.		Houston		Silicon Valley
36 Church Lane		London		Singapore
Westport, Connecticut 06880		Los Angeles		Tokyo
		Madrid		Washington, D.C.
		Milan
		File No. 047684-0002

Ladies and Gentlemen:

We have acted as special counsel to Advanced BioHealing, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 15,352,500 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), 8,350,000 shares of which are being offered by the Company (the “Company Shares”) and 7,002,500 shares (including up to 2,002,500 shares subject to the underwriters’ overallotment option) of which are being offered by certain stockholders (the “Selling Stockholders”) of the Company (the “Selling Stockholder Shares”). The Selling Stockholder Shares are issuable upon (i) the conversion of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), and Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and (ii) the exercise of outstanding warrants to purchase shares of Common Stock (the “Warrants”). The Company Shares and the Selling Stockholder Shares are referred to herein collectively as the “Shares.” The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2011 (File No. 333-172442), as amended (the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

May 4, 2011

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. When the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Company Shares will have been duly authorized by all necessary corporate action of the Company, and the Company Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

2. The Selling Stockholder Shares have been duly authorized by all necessary corporate action of the Company, and (i) upon the conversion of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock into Common Stock in accordance with the Company’s Third Amended and Restated Certificate of Incorporation, as amended to date, immediately prior to the closing of the offering contemplated by the Registration Statement and (ii) upon issuance of Common Stock by the Company against payment therefor in the circumstances contemplated by the Warrants, the Selling Stockholder Shares will be validly issued, fully paid and nonassessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.