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