Exhibit 5.1

                        Kramer Levin Naftalis & Frankel LLP

                                  [Letterhead]


                               November 18, 1998

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

                 Re:    Directrix, Inc.
                        Registration Statement on Form SB-2

Ladies and Gentlemen:

          We have acted as counsel to Directrix, Inc., a Delaware corporation 
(the "Company"), in connection with the preparation and filing of the 
above-captioned Registration Statement on Form SB-2 (the "Registration 
Statement") under the Securities Act of 1933, as amended (the "Securities 
Act"), relating to the transfer by Spice Entertainment Companies, Inc., a 
Delaware corporation and the parent of the Company, to its stockholders of up 
to 2,073,638 shares (the "Shares") of the Company's common stock, par value 
$.01 per share (the "Common Stock").

          As such counsel, we have examined such corporate records, certificates
and other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. In rendering this opinion, we have
(a) assumed (i) the genuineness of all signatures on all documents examined by
us, (ii) the authenticity of all documents submitted to us as originals, and
(iii) the conformity to original documents of all 



KRAMER LEVIN NAFTALIS & FRANKEL LLP

Securities and Exchange Commission
November 18, 1998
Page 2

documents submitted to us as photostatic or conformed copies and the
authenticity of the originals of such copies; and (b) relied on (i) certificates
of public officials and (ii) as to matters of fact, statements and certificates
of officers of the Company.

          We are attorneys admitted to the Bar of the State of New York, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America, the laws of the State of New York and the
General Corporation Law of the State of Delaware.

          Based upon the foregoing, we are of the opinion that the Shares 
have been duly authorized by all required corporate action and when issued in 
accordance with the terms described in the Registration Statement, will be 
validly issued, fully paid and nonassessable.

          We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement. In
giving such consent we do not thereby concede that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations promulgated thereunder.

                                   Very truly yours,

                                   /s/ Kramer Levin Naftalis & Frankel LLP