EXHIBIT 5.1 

   
                              December 19, 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 and those certain warrants 
exercisable for 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 (collectively, 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. 

   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