February 27, 1997


DeltaPoint, Inc.
22 Lower Ragsdale Drive
Monterey, CA 93940

               RE:  REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

   We have examined the Registration Statement on Form SB-2 filed by 
DeltaPoint, Inc. (the "Company") with the Securities and Exchange Commission 
(the "Commission") on or about the date hereof (the "Registration 
Statement"), in connection with the registration under the Securities Act of 
1933, as amended, of 537,500 shares of the Company's Common Stock (the 
"Shares") issuable upon the conversion of the Convertible Notes (as defined 
in the Registration Statement) as described in the Registration Statement.  
As your counsel in connection with this transaction, we have examined the 
proceedings taken by you in connection with the original issuance of the 
Convertible Notes and are familiar with the proceedings proposed to be taken 
by you in connection with the issuance and sale of the Shares upon conversion 
of the Convertible Notes.

   It is our opinion that, upon conversion of the Convertible Notes into 
Shares pursuant to, and in accordance with the terms and conditions of, the 
Convertible Notes, and upon conclusion of the proceedings being taken or 
contemplated by us, as your counsel, to be taken prior to the issuance and 
sale of the Shares 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, when issued 
and sold in the manner described in the Registration Statement, would be 
legally and validly issued, 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
                                              VILLENEUVE FRANKLIN & 
                                              HACHIGIAN, LLP
                                         -------------------------------
                                         GUNDERSON DETTMER STOUGH
                                         VILLENEUVE FRANKLIN & 
                                         HACHIGIAN, LLP

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