Exhibit 5



February 13, 1997







Active Voice Corporation
Suite 500
2901 Third Avenue
Seattle, Washington  98121

RE: FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

We have acted as counsel to Active Voice Corporation (the "Company") in
connection with the preparation of its Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company will file with the Securities and Exchange Commission,
with respect to an aggregate of 230,000 shares of Common Stock of the Company
(the "Shares") issuable upon exercise of options granted or to be granted under
the Company's 1996 Stock Option Plan (the "Plan").

We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.

Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the Plan will, upon due execution by the Company and the
registration by its registrar of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration therefor
in accordance with the terms of the Plan, be validly issued, fully paid and
nonassessable.



Active Voice Corporation
February 13, 1997
Page 2
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Frank C. Woodruff

Frank C. Woodruff
    of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
    for
GRAHAM & JAMES LLP