EXHIBIT 5.1

                          
                           Jones, Day, Reavis & Pogue
                                 77 West Wacker
                             Chicago, Illinois 60601
                             Telephone: 312-782-3939
                             Facsimile: 312-782-8585





                                February 12, 1997



Dignity Partners, Inc.
1700 Montgomery Street, Suite 250
San Francisco, California  94111

                Re: Dignity Partners, Inc. 1995 Stock Option Plan
                    ---------------------------------------------

Ladies and Gentlemen:

                  We have  acted  as  counsel  for  Dignity  Partners,  Inc.,  a
Delaware  corporation  (the  "Company"),  in connection with the adoption of the
Dignity  Partners,  Inc.  1995 Stock Option Plan,  as amended by Amendment No. 1
thereto  (the "Option  Plan").  We have  examined  such  documents,  records and
matters of law as we have deemed  necessary  for purposes of this  opinion,  and
based thereupon we are of the opinion that the shares of Common Stock, par value
$.01 per  share,  that may be issued or  transferred  and sold  pursuant  to the
Option Plan will be, when issued or transferred  and sold in accordance with the
Option Plan and upon the Company's receipt of legal consideration therefor, duly
authorized, validly issued, fully paid and nonassessable.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the  Registration  Statement  on Form S-8  filed  by the  Company  to  effect
registration  under the  Securities  Act of 1933 of the  shares to be issued and
sold pursuant to the Option Plan.

                                                  Very truly yours,



                                                  /s/JONES, DAY, REAVIS & POGUE