[LETTERHEAD OF GREENBERG TRAURIG]

                                  June 21, 2000


PalmWorks, Inc.
2525 South Shore Boulevard
Suite 309
League City, Texas 77573

     RE:  REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

     We have acted as legal  counsel to  PalmWorks,  Inc.  (the  "Company"),  in
connection with the preparation of the Company's  Registration Statement on Form
S-1 (the  "Registration  Statement"),  filed with the  Securities  and  Exchange
Commission (the  "Commission") on May 4, 2000, under the Securities Act of 1933,
as amended,  covering an aggregate  of 762,393  shares of the  Company's  common
stock, par value $0.001 per share, that may be sold from time to time by certain
of the Company's  stockholders (the "Selling  Stockholders") (all such shares of
common stock collectively called the "Shares").

     With respect to the opinion set forth below,  we have  examined  originals,
certified  copies,  or copies otherwise  identified to our satisfaction as being
true copies,  of the Registration  Statement and such other corporate records of
the  Company,  agreements  and other  instruments,  and  certificates  of public
officials and officers of the Company as we have deemed necessary as a basis for
the opinions hereinafter expressed.  As to various questions of fact material to
such opinions, we have, where relevant facts were not independently established,
relied upon statements of officers of the Company.

     Subject to the assumptions  that (i) the documents and signatures  examined
by us are genuine and  authentic,  and (ii) the persons  executing the documents
examined by us have the legal capacity to execute such documents, and subject to
such further  limitations and  qualifications set forth below, it is our opinion
that the Shares will be validly issued,  fully paid, and non-assessable when (a)
the Registration Statement as then amended shall have been declared effective by
the Commission, and (b) the Shares have been sold by the Selling Stockholders as
described in the Registration Statement.

     For purposes of our opinion, we have assumed (i) the payment by the Selling
Stockholders  (or  the  prior  holders  thereof)  of  the  full  and  sufficient


PalmWorks, Inc.
June 21, 2000
Page 2

consideration  due from them to the Company for such  Shares,  and (ii) that the
Shares have been duly issued, executed, and authenticated by the Company.

     Our opinion is based solely upon existing laws,  rules, and regulations and
we undertake no  obligation  to advise you of any changes that may be brought to
our attention after the date hereof.

     We  hereby  expressly   consent  to  any  reference  to  our  firm  in  the
Registration  Statement,  the  inclusion  of this  opinion  as an exhibit to the
Registration  Statement,  and to the  filing  of this  opinion  with  any  other
appropriate governmental agency.

                                        Very truly yours,

                                        /s/ Greenberg Traurig, LLP