Exhibit 5



               [LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]

                                January 28, 2000

dreamlife, inc.
425 West 15th St., Floor 3R
New York, New York  10011

                  Re:      dreamlife, inc.
                           REGISTRATION STATEMENT ON FORM S-3

                  We have acted as counsel to dreamlife, inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 1,843,270 shares of common
stock of the Company, par value $0.01 per share (the "Shares"), proposed to be
sold from time to time by the selling stockholders named in the Registration
Statement (the "Selling Stockholders") on Form S-3 (the "Registration
Statement").

                  We have reviewed the Company's charter documents, the
corporate proceedings taken by the Company in connection with the issuance
and sale of the Shares and a certificate of an officer of the Company dated
the date hereof. Based on such review, we are of the opinion that the Shares,
when sold by the selling stockholders in the manner described in the
Registration Statement, will be legally issued, fully paid and non-assessable.

                  We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus which is part of 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 or the Shares.

                                         Very truly yours,

                                         /s/ Orrick, Herrington & Sutcliffe LLP

                                         ORRICK, HERRINGTON & SUTCLIFFE LLP