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                                                                     EXHIBIT 5.1

                                                                April 18, 2001




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

Re:      Registration of an additional 1,300,000 shares of Common Stock under
         the K2 Digital, Inc. 1997 Stock Incentive Plan.

Gentlemen:

         You have asked us to provide you with our opinion whether the
additional 1,300,000 shares (the "Shares") of common stock, par value $0.01 per
share (the "Common Stock"), of K2 Digital, Inc. (the "Company") that may be
issued from time to time pursuant to the exercise of options issued under the K2
Digital, Inc. 1997 Stock Incentive Plan (the "Plan"), when and if such shares
are issued pursuant to and in accordance with the Plan, will be duly and validly
issued, fully paid and nonassessable. We, as counsel to the Company, have
reviewed:

         1.       the applicable provisions of the Delaware General
                  Corporation Law, as amended;

         2.       the Certificate of Incorporation of the Company, as amended;

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

         4.       the Resolutions of the Board of Directors of the Company
                  relating to the Plan and the Shares.

         Based on our review of such documents and applicable law, it is our
opinion that the Shares issuable upon the exercise of options granted under the
Plan, when and as issued and paid for in accordance with the provisions of the
Plan, 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 Shares, a sufficient number of authorized shares of
Common Stock available for issue.

         We consent to the filing of this opinion as an exhibit to the
registration statement the Company is filing today in connection with the
registration of 1,300,000 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