EXHIBIT 5.1



                           LETTERHEAD OF BAER MARKS & UPHAM LLP



                                                        October 2, 2001


Communication Intelligence Corporation
275 Shoreline Drive, Suite 500
Redwood Shores, California 94065


                   Re: Registration Statement on Form S-8


Gentlemen:

         We have acted as counsel to Communication Intelligence Corporation,
a Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-8 ("Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 1,000,000 shares of common
stock, par value $.01 per share, of the Company (the "Additional Shares"),
issued or issuable pursuant to the terms of the Company's 1999 Stock Option
Plan, as amended (the "Plan").

         We previously rendered our opinion, dated November 2, 2000, in
connection with a Registration Statement on Form S-8 (File No. 333-49396)
filed with the Securities and Exchange Commission on November 6, 2000 under
the Securities Act, relating to an aggregate of 10,412,237 shares of common
stock of the Company issued or issuable pursuant to the terms of the
Company's 1994 Stock Option Plan, 1999 Stock Option Plan or certain stock
option agreements.

          In connection with the foregoing, we have examined originals or
copies, satisfactory to us, of all such corporate records as we have deemed
relevant and necessary as a basis for the opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. As to
any facts material to such opinion, we have, without independent
investigation, relied on certificates of public officials and certificates of
officers or other representatives of the Company.

         Based upon the foregoing and subject to the other limitations set
forth herein, we are of the opinion that, when issued and sold pursuant to
the Plan and the option agreement which accompanies such grant, the
Additional Shares to be offered and sold pursuant to the Registration
Statement will be validly issued, fully paid and non-assessable.

         We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly,
we express no opinion with respect to the laws of any jurisdiction other than
the laws of the State of New York, Delaware General Corporate Law and the
federal laws of the United States.





         We assume no obligation to advise you of any changes to this opinion
which may come to our attention after the date hereof. This opinion may not
be relied upon or furnished to any other person except the addressee hereof
without the express written consent of this firm.

         We hereby consent to the use of our opinion as herein set forth as
an exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not thereby concede that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations thereunder
or that we are "experts" within the meaning of such act, rules and
regulations.


                                                Very truly yours,


                                                /s/ Baer Marks & Upham LLP