EXHIBIT 5.1

[LETTERHEAD OF COOLEY GODWARD]


March 1, 2000



NOOSH, Inc.
3401 Hillview Avenue
Palo Alto, CA 94304

Dear Ladies & Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by NOOSH, Inc. (the "Company") of a Registration Statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), covering an underwritten public offering of up to
4,600,000 shares of Common Stock (the "Common Stock").

In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below, and (ii) assumed that the shares of Common
Stock will be sold by the Underwriters at a price established by the Pricing
Committee of the Board of Directors of the Company.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

Cooley Godward LLP

By:  _______________________
     Laura A. Berezin