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                                                                     EXHIBIT 5.1


                                                      April 2, 2001




Board of Directors
K2 Digital, Inc.
30 Broad Street, 16th Floor
New York, NY  10004

Re:      K2 Digital, Inc.'s Registration of 822,353 shares of Common Stock on
         Form S-3 Registration Statement under the Securities Act of 1933.

Gentlemen:

         You have asked us to provide you with our opinion whether the 822,353
shares of common stock, par value $0.01 per share (the "Common Stock"), of K2
Digital, Inc. (the "Company") that have been issued or may be issued from time
to time pursuant to a common stock purchase agreement entered into between the
Company and Fusion Capital Fund II, LLC ("Fusion Capital") on December 11, 2000
(the "Purchase Agreement"), when and if such shares are issued pursuant to and
in accordance with the Purchase Agreement, will be duly and validly issued,
fully paid and nonassessable. We, as counsel to the Company, have reviewed:

         1.    The Purchase Agreement;

         2.    The Delaware General Corporation Law, as amended;

         3.    The Certificate of Incorporation of the Company, as amended;

         4.    The By-laws of the Company, as amended; and

         5.    The Resolutions of the Board of Directors of the Company.

         Based on our review of such documents, it is our opinion that the
Common Stock issuable under the Purchase Agreement, when and as issued and paid
for in accordance with the provisions of the Purchase Agreement, will be duly
and validly issued, fully paid and nonassessable. In giving the foregoing
opinion, we have assumed that the Company will have, at the time of the issuance
of such Common Stock, a sufficient number of authorized shares available for
issue.
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         We consent to the filing of this opinion as an exhibit to the
registration statement that the Company filed on April 2, 2001 in connection
with the registration of 822,353 shares of the Company's Common Stock. In giving
this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.

                                    Very truly yours,



                                    BROWN RAYSMAN MILLSTEIN
                                    FELDER & STEINER LLP