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                                                                    EXHIBIT 5.01



                                  July 21, 1997


Edify Corporation
2840 San Tomas Expressway
Santa Clara, CA  95051


Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission (the "Commission") on or about July 22, 1997 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
1,600,000 shares of your Common Stock (the "Stock"), of which (a) 1,300,000
shares are subject to issuance by you upon the exercise of stock options granted
or to be granted by you under your 1996 Equity Incentive Plan, as amended (the
"Incentive Plan") and (b) 300,000 shares are subject to issuance by you upon the
exercise of purchase rights granted or to be granted under your 1996 Employee
Stock Purchase Plan, as amended (the "Purchase Plan"). The plans referred to in
clauses (a) and (b) above are collectively referred to in this letter as the
"Plans". In rendering this opinion, we have examined the following:

         (1)  oral confirmation of the effectiveness of your registration
              statement on Form 8-A, File No. 0-28480;

         (2)  the Registration Statement, together with the Exhibits filed as a
              part thereof, including, without limitation, copies of the Plans
              and related documents;

         (3)  the Prospectuses prepared in connection with the Registration
              Statement;

         (4)  the minutes of meetings of your stockholders and Board of
              Directors and those of your predecessor, Edify Corporation, a
              California corporation, that you have provided to us relating to
              the Plans and the Registration Statement;

         (5)  the stock records that you have provided to us (consisting of oral
              confirmation of the number of shares of your Common Stock that are
              issued and outstanding provided by your transfer agent, The First
              National Bank of Boston, and a list of option holders respecting
              your capital stock that was prepared by ShareData Shareholder
              Services and dated June 30, 1997); and

         (6)  a Management Certificate addressed to us and dated of even date
              herewith executed by the Company containing certain factual and
              other representations.

         In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by




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Edify Corporation
July 21, 1997
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us and the due execution and delivery of all documents where due execution
and delivery are prerequisites to the effectiveness thereof.

         As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information included in the documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would lead us to believe that the opinion expressed herein is not
accurate.

         Based upon the foregoing, it is our opinion that the 1,300,000 shares
of Stock that may be issued and sold by you upon the exercise of stock options
granted or to be granted under the Incentive Plan and (b) the 300,000 shares of
Stock that may be issued and sold by you upon the exercise of purchase rights
granted or to be granted under the Purchase Plan, when issued and sold in
accordance with the applicable plan and stock option or purchase agreements to
be entered into thereunder, and in the manner referred to in the relevant
Prospectus associated with the Registration Statement, will be legally issued,
fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.

         This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.



                                       Very truly yours,


                                       FENWICK & WEST LLP