October 15, 2004                                                    EXHIBIT 5.1


The Board of Directors
Celebrate Express, Inc.
11220 120th Avenue NE
Kirkland, WA 98033

Ladies and Gentlemen:

         We have acted as counsel to Celebrate Express, Inc., a Washington
corporation (the "Company"), in connection with its Registration Statement on
Form S-1 (No. 333-117459) the "Registration Statement") initially filed with the
Securities and Exchange Commission on July 16, 2004, under the Securities Act of
1933, as amended (the "Act") relating to the registration of an aggregate of up
to 3,285,780 shares of the Company's Common Stock, par value $0.001 (the "Common
Stock"), including shares of Common Stock offered by the Company (the "Company
Shares"), and shares of Common Stock offered by certain shareholders of the
Company (the "Selling Shareholders Shares," and, together with the Company
Shares, the "Shares").

         We have reviewed, among other things, the Registration Statement, the
Company's Articles of Incorporation and Bylaws, each as amended, and the records
of corporate proceedings and other actions taken or proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have made such other factual inquiries as we deemed necessary to render this
opinion.

         Based upon the foregoing and in reliance thereon, it is our opinion
that the Shares, when sold and after receipt of payment therefore as
contemplated in the Registration Statement, will be validly issued, fully paid
and non-assessable.

         This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit and the benefit of the purchasers of
the Shares. This opinion may not be relied upon by you for any other purpose, or
relied upon by any other person, firm, corporation or other entity for any
purpose, without our prior written consent. We disclaim any obligation to advise
you of any change of law that occurs, or any facts of which we may become aware,
after the date of this opinion. We express no opinion herein as to the laws of
any state or jurisdiction other than the State of Washington and the federal
laws of the United States.

         We hereby authorize and consent to the use of this opinion as an
exhibit to the Registration Statement and to all references to us in the
Registration Statement and any amendments thereto.

                                      Very truly yours,

                                      /s/ Heller Ehrman White & McAuliffe LLP