EXHIBIT 5.1
                 OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP

February 5, 2001


                                                                      22038-0014


DepoMed, Inc.
1360 O'Brien Drive
Menlo Park, CA 94025


                       Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to DepoMed, Inc., 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
Exchange Commission on or about February 5, 2001 for the purposes of
registering under the Securities Exchange Act of 1933, as amended, 600,000
shares (the "Shares") of its common stock, no par value ("Common Stock"). The
Shares are issuable under the Company's Amended and Restated 1995 Stock Option
Plan (the "Plan").

         In connection with this opinion, 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. We have based our opinion upon our review of the following
records, documents and instruments:

                  (a)      The Amended and Restated Articles of Incorporation of
                           the Company, certified by the California Secretary of
                           State as of February 5, 2001, 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, as amended, 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;



DepoMed, Inc.
February 5, 2001

                  (c)      A Certificate of the Vice President, Finance and
                           Chief Financial 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; and

                  (f)      A letter from the Company's transfer agent, dated
                           February 2, 2001, as to the number of shares of the
                           Common Stock that were outstanding on February 1,
                           2001.

         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.

         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 therefor in the manner provided in the Plan and Registration Statement,
the Shares will be duly authorized and validly issued, and will be 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 LLP