Exhibit 5.1

				140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
				FIRM / AFFILIATE OFFICES
				Abu Dhabi		Milan
				Barcelona		Moscow
				Beijing		Munich
				Boston		New Jersey
				Brussels		New York
				Century City		Orange County
March 25, 2015				Chicago		Paris
				Doha		Riyadh
				Dubai		Rome
				Düsseldorf		San Diego
				Frankfurt		San Francisco
				Hamburg		Shanghai
				Hong Kong		Silicon Valley
ViewRay Incorporated 2 Thermo Fisher Way Oakwood Village, Ohio 44146				Houston		Singapore
				London		Tokyo
				Los Angeles		Washington, D.C.
				Madrid

Ladies and Gentlemen:

We have acted as special counsel to ViewRay Incorporated, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 4,600,000 shares of common stock, $0.01 par value per share (the “Shares”). The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2015 (Registration No. 333-20217) (as amended, 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 (the “Prospectus”), other than as expressly stated herein with respect to the issuance 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 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 (the “DGCL”), and we express no opinion with respect to any other laws.

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

March 25, 2015

Page 2

contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the 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.” 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.