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                                                                     Exhibit 5.1



                                              December 14, 2001


Learn2 Corporation
1311 Mamaroneck Avenue
White Plains, New York 10605

Ladies and Gentlemen:

                  On the date hereof, Learn2 Corporation, a Delaware corporation
(the "Company"), intends to transmit to the Securities and Exchange Commission a
Registration Statement on Form S-3 (the "Registration Statement") relating to
12,609,323 shares (the "Shares") of common stock, par value $0.001 per share
(the "Common Stock"), of the Company. This opinion is an exhibit to the
Registration Statement.

                  We have at times acted as special counsel to the Company with
respect to certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on behalf
of the Company in connection with the proposed offer and sale of the Shares as
contemplated by the Registration Statement. However, we are not general counsel
to the Company and would not ordinarily be familiar with or aware of matters
relating to the Company unless they are brought to our attention by
representatives of the Company.

                  In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Company's Amended and Restated Certificate of
Incorporation as presently in effect, (ii) the Company's Amended and Restated
By-Laws as presently in effect, (iii) minutes and other instruments evidencing
actions taken by the Company's directors and stockholders, (iv) the Registration
Rights Agreement, dated as of April 25, 2001 (the "Registration Rights
Agreement"), by and among the Company, Learn2.com, Inc. and RGC International
Investors, LDC ("RGC"), (v) the Redemption and Termination Agreement, dated as
of April 25, 2001 (together with the Registration Rights Agreement, the
"Transaction Agreements") and (vi) such other documents and instruments relating
to the Company and the proposed offering as we have deemed necessary under the
circumstances. In our examination of all such agreements, documents and
instruments, we have assumed the genuineness of all signatures and the
authenticity of all agreements, documents and instruments submitted to us as
originals and the conformity with the originals of all agreements, documents and
instruments submitted to us as certified, conformed or photostatic copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in effect
as of the date hereof.

                  Except as provided in the next sentence, we express no opinion
as to the laws of any jurisdiction other than the laws of the State of New York
and the federal laws of the United States of America. To the extent that matters
concerning the Delaware General Corporation Law are involved in the opinions
expressed below our opinions are based solely upon our reasonable familiarity
with the Delaware General Corporation Law based on our reading of standard
published compilations of such laws. We express no opinion as to the application
of the securities or "Blue Sky" laws of any state, including the State of
Delaware and the State of New York, to the offer and/or sale of the Shares.
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                  Based upon and subject to the foregoing, it is our opinion
that the Shares have been duly authorized and are legally and validly issued,
fully paid and nonassessable.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state of the United
States which is related to the offer and/or sale of the Shares.

                  This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in the
preceding paragraph, without our express written consent, and no party other
than you is entitled to rely on it. This opinion is rendered to you as of the
date hereof and we undertake no obligation to advise you of any change, whether
legal or factual, after the date hereof.

                                                 Very truly yours,


                                        SWIDLER BERLIN SHEREFF FRIEDMAN, LLP


SBSF:GA:RMF:CJS