May 24, 1996 DeltaPoint, Inc. 22 Lower Ragsdale Drive Monterey, California 93940 Re: Registration Statement on Form SB-2 ----------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form SB-2 (File No. 333-3784) originally filed by DeltaPoint, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on April 15, 1996, as thereafter amended or supplemented (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 250,000 shares of the Company's Common Stock (the "Shares"), 261,172 Common Stock Purchase Warrants (the "Warrants") and 261,172 shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the registration under the Act of the offer and sale of the Shares and the Warrants by the Selling Shareholders and the issuance of the Warrant Shares by you. It is our opinion that, upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the offer and sale of the Shares and the Warrants by the Selling Shareholders and the issuance of the Warrant Shares by you and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares and the Warrants, when sold in the manner described in the Registration Statement and the applicable agreements and documents referred to in the exhibits thereto, will be legally and validly issued and, to our knowledge, fully paid and non-assessable, and that the Warrant Shares, when issued upon exercise of the Warrants in accordance with their terms and in the manner described in the Registration Statement and applicable agreements and documents referred to in the exhibits thereto, will be legally and validly issued and, to our knowledge, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to said Registration Statement, and further consent to the use of our name under the caption "Legal Matters" in the Registration Statement, including the prospectus constituting a part thereof, and in any amendment or supplement thereto. Very truly yours, /s/ Gunderson Dettmer Stough Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP