EXHIBIT 5.1





                                 January 8, 2003


RealNetworks, Inc.
2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121

            RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about January 8, 2003 (the
"REGISTRATION STATEMENT") in connection with the registration under the
Securities Act of 1933, as amended, of 750,000 shares of your Common Stock (the
"SHARES") to be issuable under the 2002 Director Stock Option Plan (the "2002
DIRECTOR STOCK PLAN"). As your legal counsel, we have examined the proceedings
taken and proposed to be taken in connection with the issuance and sale of the
Shares to be issued under the 2002 Director Stock Plan and pursuant to the
agreement related thereto.

It is our opinion that when the issuance of Shares has been duly authorized by
appropriate corporate action and when the Shares have been issued and sold in
the manner referred to in the 2002 Director Stock Plan and pursuant to the
agreements that accompany the 2002 Director Stock Plan, the Shares will be
legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.

                                    Very truly yours,

                                    /s/ Wilson Sonsini Goodrich & Rosati, P.C.

                                    WILSON SONSINI GOODRICH & ROSATI
                                    Professional Corporation