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                                    EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP


                                  May 29, 2001


Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA  92656


        Re: Smith Micro Software, Inc. - Registration Statement on Form S-8 for
            Offering of 400,000 Shares of Common Stock and Related Stock Options
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Ladies and Gentlemen:

               We have acted as counsel to Smith Micro Software, Inc., a
Delaware corporation (the "Company") in connection with the registration
statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, of 400,000 shares of the Company's common stock (the "Shares")
and related stock options for issuance under the Company's 1995 Stock
Option/Stock Issuance Plan, as amended to date (the "Plan").

               This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

               We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
and amendments of the Plan. Based on such review, we are of the opinion that,
if, as and when the Shares are issued and sold (and the consideration therefor
received) pursuant to (a) the provisions of option agreements duly authorized
under the Plan and in accordance with the Registration Statement or (b) duly
authorized direct stock issuances in accordance with the Plan and in accordance
with the Registration Statement, such Shares will be duly authorized, legally
issued, fully paid and nonassessable.

               We consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.

               This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plan or the Shares issuable under such plans.

                                        Very truly yours,


                                        BROBECK, PHLEGER & HARRISON LLP