January 21, 2000


Seattle FilmWorks, Inc.
1260 16th Avenue West
Seattle, Washington  98119-3401

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is furnished to Seattle  FilmWorks,  Inc.  (the  "Company") in
connection  with  the  filing  of a  Registration  Statement  on Form  S-8  (the
"Registration  Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the proposed sale by the Company
of up to 800,000  shares (the  "Shares") of common  stock,  par value $0.01 (the
Common  Stock),  issuable  by the  Company  upon the  exercise  of options  (the
"Options")  granted  pursuant to the Company's  1999 Employee  Stock Option Plan
(the "Plan").

     We have  based  our  opinion  upon our  review  of the  following  records,
documents, instruments and certificates:

     a)   the Articles of Incorporation of the Company;

     b)   the Bylaws of the Company;

     c)   records  certified to us by an officer of the Company as  constituting
          all records of  proceedings  and of actions of the Board of  Directors
          and  shareholders  relating  to the  adoption  of  the  Plan  and  the
          reservation of the Shares for issuance pursuant to the Plan;

     d)   the Plan; and

     e)   information  provided by the Company's transfer agent as to the number
          of shares of Common Stock outstanding as of January 10, 2000.

     In connection with this opinion,  we have,  with your consent,  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  authenticity  and  conformity  to the originals of all records,
documents and instruments submitted to us as copies.

     This opinion is limited to the laws of the State of Washington. We disclaim
any  opinion as to any  statute,  rule,  regulation,  ordinance,  order or other
promulgation  of any  other  jurisdiction  or any  federal,  regional  or  local
governmental body.

     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
subject  to the  assumptions  and  qualifications  expressed  herein,  it is our
opinion that the reservation for issuance of the Shares upon the exercise of the
Options has been duly  authorized and upon payment of the purchase price for the
Shares and  issuance  and  delivery  of the Shares  pursuant to the terms of the
Plan, the Shares will be validly issued, fully paid and non-assessable.



Seattle FilmWorks, Inc.                          Heller Ehrman White & McAuliffe
January 21, 2000                                                       Attorneys
Page 2


     Our opinion is  qualified to the extent that in the event of a stock split,
share dividend or other reclassification of the Common Stock effected subsequent
to the date  hereof,  the  number of shares of Common  Stock  issuable  upon the
exercise of Options may be adjusted automatically,  as set forth in the terms of
the Plan,  such that the number of such shares,  as so adjusted,  may exceed the
number of Company's remaining authorized, but unissued shares of Common Stock at
the time the Options are exercised.

     We expressly  disclaim any obligation to advise you of any  developments in
areas covered by this opinion that occur after the date of this opinion.

     We hereby  authorize  and consent to the use of this opinion as Exhibit 5.1
to the Registration Statement.

                                           Very truly yours,


                                           /s/ Heller Ehrman White & McAuliffe

                                           HELLER EHRMAN WHITE & McAULIFFE