Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                              One Financial Center
                           Boston, Massachusetts 02111

701 Pennsylvania Avenue, N.W.                            Telephone 617/542-6000
Washington, D.C. 20004                                        Fax: 617/542-2241
Telephone: 202/434-7300                                           www.Mintz.com
Fax: 202/434-7400



                                       May 19, 1997


Media Logic, Inc.
310 South Street
Plainville, Massachusetts 02762

Gentlemen:

     We have acted as counsel to Media Logic, Inc., a Massachusetts 
corporation (the "Company"), in connection with the preparation and filing 
with the Securities and Exchange Commission of a Registration Statement on 
Form S-3 (the "Registration Statement"), pursuant to which the Company is 
registering under the Securities Act of 1933, as amended, a total of 
3,565,656 shares (the "Shares") of its common stock, $.01 par value per share 
(the "Common Stock"), for resale to the public.  The Shares are to be sold by 
the selling stockholder identified in the Registration Statement. This 
opinion is being rendered in connection with the filing of the Registration 
Statement.  All capitalized terms used herein and not otherwise defined shall 
have the respective meanings given to them in the Registration Statement.

     In connection with this opinion, we have examined the Company's Restated 
Articles of Organization and By-Laws, both as currently in effect; such other 
records of the corporate proceedings of the Company and certificates of the 
Company's officers as we have deemed relevant; and the Registration Statement 
and the exhibits thereto.

     Richard R. Kelly, Clerk of the Company, is a member of our firm.

     In our examination, we have assumed the genuineness of all signatures, 
the legal capacity of natural persons, the authenticity of all documents 
submitted to us as originals, the conformity to original documents of all 
documents submitted to us as certified, photostatic or facsimile copies and 
the authenticity of the originals of such copies.

     Based upon the foregoing, we are of the opinion that (i) the Shares have 
been duly and validly authorized by the Company and (ii) the Shares, when 
sold, will be duly and validly issued, fully paid and non-assessable      
shares of the Common Stock. 




Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
May 19, 1997
Page 2

     Our opinion is limited to the General Corporation Laws of The 
Commonwealth of Massachusetts, and we express no opinion with respect to the 
laws of any other jurisdiction.  No opinion is expressed herein with respect 
to the qualification of the Shares under the securities or blue sky laws of 
any state or any foreign jurisdiction.

     We understand that you wish to file this opinion as an exhibit to the 
Registration Statement, and we hereby consent thereto.  We hereby further 
consent to the reference to us under the caption "Legality of Common Stock" 
in the prospectus included in the Registration Statement.

                                       Very truly yours,

                                       /s/ Mintz, Levin, Cohn, Ferris,
                                           Glovsky and Popeo, P.C.
                                       -------------------------------

                                       Mintz, Levin, Cohn, Ferris,
                                       Glovsky and Popeo, P.C.