January 16, 1997


Heuristic Development Group, Inc.
17575 Pacific Coast Highway
Pacific Palisades, CA  90272

Gentlemen:

     We have  acted  as  counsel  to  Heuristic  Development  Group,  Inc.  (the
"Company") in  connection  with its filing of a  registration  statement on Form
SB-2 File No. 333-17635 (the  "Registration  Statement")  covering (i) 1,380,000
Units,  including 180,000 Units subject to an over-allotment  option,  each Unit
consisting  of one share of Common Stock,  $.01 par value (the "Common  Stock"),
one redeemable Class A Warrant (the "Class A Warrants") and one redeemable Class
B Warrant  (the "Class B  Warrants"),  with each Class A Warrant  entitling  the
holder to  purchase  one share of Common  Stock and one Class B Warrant and each
Class B Warrant entitling the holder to purchase one share of Common Stock, (ii)
an option  (the  "Unit  Purchase  Option")  to the  underwriter  and a finder to
purchase an aggregate of 120,000  additional  Units,  and (iii)  500,000 Class A
Warrants  held by  certain  selling  securityholders  all as  more  particularly
described in the Registration Statement.

     In our capacity as counsel to the Company,  we have  examined the Company's
Certificate of  Incorporation,  as amended and By-laws,  as amended to date, and
the minutes and other corporate proceedings of the Company.

     With  respect  to factual  matters,  we have  relied  upon  statements  and
certificates  of  officers  of the  Company.  We have also  reviewed  such other
matters of law and  examined and relied upon such other  documents,  records and
certificates as we have deemed relevant hereto. In all such examinations we have
assumed conformity with the original documents of all documents  submitted to us
as originals and the genuineness of all signatures on all documents submitted to
us.

     On the basis of the foregoing, we are of the opinion that:


                                                                      



Heuristic Development Group, Inc.
January    , 1997
Page 2

          (i) the shares of Common  Stock  included in the Units  covered by the
     Registration  Statement have been validly authorized and will, when sold as
     contemplated by the Registration  Statement,  be legally issued, fully paid
     and non-assessable;

          (ii) the Class A Warrants  and Class B Warrants  included in the Units
     and the Class A Warrants held by the selling securityholders covered by the
     Registration Statement, the Class B Warrants issuable upon exercise of such
     Class A Warrants,  the Class A Warrants and Class B Warrants  issuable upon
     exercise of the Unit Purchase Option and the Class B Warrants issuable upon
     exercise of such Class A Warrants will,  when sold as  contemplated  by the
     Registration Statement,  constitute legal, valid and binding obligations of
     the Company; and

          (iii)  the  shares of  Common  Stock  issuable  upon  exercise  of the
     foregoing  Class A  Warrants  and Class B  Warrants  and the Unit  Purchase
     Option will,  upon issuance and payment in accordance with the terms of the
     Class A Warrants,  Class B Warrants and Unit  Purchase  Option,  be legally
     issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and the reference  made to us under the caption  "Legal
Matters" in the prospectus constituting part of the Registration Statement.

                                                 Very truly yours,



                                                 BACHNER, TALLY, POLEVOY
                                                      & MISHER LLP

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