EXHIBIT 5.1

                   OPINION OF HELLER EHRMAN WHITE & MCAULIFFE

January 28, 2000

audiohighway.com
20300 Stevens Creek Blvd
Cupertino, CA 95014
Re: Registration Statement on Form S-8

Ladies and Gentlemen:

    We have acted as counsel to audiohighway.com, a California corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission on or about January 28, 2000 for the purposes of
registering under the Securities Exchange Act of 1933, as amended, 1,800,000
shares of its Common Stock, no par value (the "Shares"). The Shares are
additional Shares issuable under the Company's Amended and Restated 1996 Stock
Option Plan (the "Plan").

    We have 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 conformity to the originals of all records,
documents and instruments submitted to us as copies.

    In rendering our opinion, we have examined the following records, documents
and instruments:

    (a) The Amended Articles of Incorporation of the Company, certified by the
       California Secretary of State as of November 19, 1999, and certified to
       us by an officer of the Company as being complete and in full force as of
       the date of this opinion;

    (b) The Bylaws of the Company certified to us by an officer of the Company
       as being complete and in full force and effect as of the date of this
       opinion;

    (c) A Certificate of an officer of the Company (i) attaching records
       certified to us as constituting all records of proceedings and actions of
       the Board of Directors, including any committee thereof, and shareholders
       of the Company relating to the Shares, and the Registration Statement,
       and (ii) certifying as to certain factual matters;

    (d) The Registration Statement;

    (e) The Plan;

    (f) A letter from U.S. Stock Transfer Corporation, the Company's transfer
       agent, dated January 28, 2000, as to the number of shares of the
       Company's common stock that were outstanding on January 27, 2000.

    This opinion is limited to the federal law of the United States of America
and the laws of the State of California, and we disclaim any opinion as to the
laws of any other jurisdiction. We further disclaim any opinion as to any other
statute, rule, regulation, ordinance, order or other promulgation of any other
jurisdiction or any regional or local governmental body or as to any related
judicial or administrative opinion.

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    Based on the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) the full
consideration stated in the Plan is paid for each Share and that such
consideration in respect of each Share includes payment of cash or other lawful
consideration, (iii) appropriate certificates evidencing the Shares are executed
and delivered by the Company, and (iv) all applicable securities laws are
complied with, it is our opinion that when issued and sold by the Company, after
payment therefore in the manner provided in the Plan and Registration Statement,
the Shares will be legally issued, fully paid and nonassessable.

    This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any change of law that occurs, or any facts of
which we may become aware, after the date of this opinion.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                          Very truly yours,

                                          /s/ Heller Ehrman White & McAuliffe

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