Exhibit 5.1



                                January 17, 2002

ProsoftTraining
3001 Bee Caves Road, Suite 300
Austin, Texas 78746

         Re:   Registration Statement on Form S-3
               ----------------------------------

Gentlemen:

               I have acted as legal counsel in the preparation of the Form S-3
Registration Statement ("Registration Statement") which has been filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 980,353 shares (the
"Shares") of Common Stock, $.001 par value, of ProsoftTraining, a Nevada
corporation (the "Company"). This opinion is delivered as to the Shares, of
which 772,020 are currently issued and outstanding (the "Existing Shares"), and
208,333 (the "Warrant Shares") are issuable upon exercise of outstanding common
stock purchase warrants (the "Warrants").

               As such legal counsel, I have made such legal and factual
inquiries as I deemed necessary under the circumstances for the purposes of
rendering this opinion. In reliance thereon, I am of the opinion that:

               1.  The Existing Shares have been legally and validly issued and
                   are fully paid and nonassessable; and

               2.  The Warrant Shares, when issued pursuant to the terms of the
                   Warrants, shall be legally and validly issued, fully paid and
                   nonassessable.

               I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

                                         Sincerely,



                                         /s/ Jeffrey Korn
                                         ---------------------------------------
                                         Jeffrey Korn, Esq.