May 22, 2000



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

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is furnished to PhotoWorks, 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  under the  Company's  1999  Stock  Incentive
Compensation 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 May 17, 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 under the Plan 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.

     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 under the Plan
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  following  such
adjustment.

     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 LLP