Penederm Incorporated
August 1, 1997                                                 



                            EXHIBIT 5






                          August 1, 1997

                                                       13912-0008
Penederm Incorporated
320 Lakeside Drive
Foster City, California 94404
                                
               Registration Statement on Form S-8


Ladies and Gentlemen:

     We have acted as counsel to Penederm Incorporated, a
Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
which the Company proposes to file with the Securities and
Exchange Commission on August 1, 1997 for the purpose of
registering under the Securities Act of 1933, as amended, an
additional 450,000 shares of its Common Stock, par value $.01
(the "Shares"), 400,000 of which are issuable under the Company's
Equity Incentive Plan (the "Incentive Plan"), and 50,000 of which
are issuable under the Company's Employee Stock Purchase Plan
(the "Purchase Plan").
     We have assumed the authenticity of all records, documents
and instruments submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and
instruments submitted to us as copies.
     In rendering our opinion, we have examined the following
records, documents and instruments:
(a)  The Certificate of Incorporation of the Company, certified
     by the Delaware Secretary of State as of July 30, 1997,
     and certified to us by an officer of the Company as being
     complete and in full force as of the date of this opinion;
(b)  The Bylaws of the Company certified to us by an officer of
     the Company as being complete and in full force and effect
     as of the date of this opinion;
(c)  A Certificate of an officer of the Company (i) attaching
     records certified to us as constituting all records of
     proceedings and actions of the Board of Directors, including
     any committee thereof, and stockholders of the Company
     relating to the Shares, and the Registration Statement, and
     (ii) certifying as to certain factual matters;
(d)  The Registration Statement;
(e)  The Incentive Plan and the Purchase Plan (together, the
     "Plans"); and
(f)  A letter from ChaseMellon Shareholder Services, the
     Company's transfer agent, dated July 30, 1997, as to the
     number of shares of the Company's Common Stock that were
     outstanding on July 30, 1997.
     This opinion is limited to the federal law of the United
States of America and the General Corporation Law of the State of
Delaware, and we disclaim any opinion as to the laws of any other
jurisdiction.  We further disclaim any opinion as to any other
statute, rule, regulation, ordinance, order or other promulgation
of any other jurisdiction or any regional or local governmental
body or as to any related judicial or administrative opinion.
     Based upon the foregoing and our examination of such
questions of law as we have deemed necessary or appropriate for
the purpose of this opinion, and assuming that (i) the
Registration Statement becomes and remains effective during the
period when the Shares are offered and issued, (ii) the full
consideration stated in the Plans is paid for each Share and that
such consideration in respect of each Share includes payment of
cash or other lawful consideration at least equal to the par
value thereof, (iii) appropriate certificates evidencing the
Shares are executed and delivered by the Company, and (iv) all
applicable securities laws are complied with, it is our opinion
that when issued and sold by the Company, after payment therefore
in the manner provided in the Plans and the Registration
Statement, the Shares will be legally issued, fully paid and
nonassessable.
     This opinion is rendered to you in connection with the
Registration Statement and is solely for your benefit.  This
opinion may not be relied upon by you for any other purpose, or
relied upon by any other person, firm, corporation or other
entity for any purpose, without our prior written consent.  We
disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date
of this opinion.
     We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.

                              Very truly yours,
                              
                              /s/ Heller Ehrman White & McAuliffe