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                                                                     Exhibit 5.1

                                            September 15, 2000




Uproar Inc.
240 West 35th Street
New York, New York  10001

         Re:      Registration Statement on Form S-4

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-4 originally
filed by Uproar Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") on September 1, 2000, as thereafter amended or supplemented
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 14,008,303 shares of the Company's
Common Stock (the "Shares"). As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance of the
Shares.

         It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance 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 in the manner
described in the Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, will 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 wherever
appearing in said Registration Statement, including the joint proxy
statement/prospectus constituting a part thereof, and in any amendment or
supplement thereto.


                                       Very truly yours,

                                       /s/ GUNDERSON DETTMER STOUGH
                                         VILLENEUVE FRANKLIN & HACHIGAN, LLP



                                       GUNDERSON DETTMER STOUGH
                                         VILLENEUVE FRANKLIN & HACHIGAN, LLP