=============================
GARY CARY WARE
& FREIDENRICH
  A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW                                               OUR FILE NO.
400 HAMILTON AVENUE                                            1080687-900000
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699






                                November 29, 1996




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


         Re:  HealthDesk Corporation, Registration Statement on Form SB-2

Ladies and Gentlemen:

         As counsel to HealthDesk Corporation (the "Company"), we are rendering
this opinion in connection with a proposed sale of those certain shares of the
Company's newly-issued Common Stock as set forth in the Registration Statement
on Form SB-2 to which this opinion is being filed as Exhibit 5.1 (the "Shares").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.

         We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium or equitable principles relating to or
limiting creditors' rights generally.

         Based on such examination, we are of the opinion that the Shares
identified in the above-referenced Registration Statement will be, upon
effectiveness of the Registration Statement and receipt by the Company of
payment therefor, validly authorized, legally issued, fully paid, and
nonassessable.


GRAY CARY WARE & FREIDENRICH



Securities and Exchange Commission
November 29, 1996
Page 2


         We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.

                                     Respectfully submitted,


                                     GRAY CARY WARE & FREIDENRICH
                                     A Professional Corporation