Exhibit 5.1


                           Jones, Day, Reavis & Pogue
                                 77 West Wacker
                          Chicago, Illinois 60601-1692
                             Telephone: 312-782-3939
                             Facsimile: 312-782-8585




                                February 12, 1997



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

                Re: Stock Option Plan for Non-Employee Directors
                    --------------------------------------------

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.  Stock  Option  Plan for  Non-Employee  Directors  (the
"Director 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 Director Plan will
be, when issued or transferred and sold in accordance with the Director 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 Director Plan.

                                                Very truly yours,



                                                /s/JONES, DAY, REAVIS & POGUE