EXHIBIT 5.01

Digital Origin, Inc.
460 E. Middlefield Road
Mountain View, CA 94043

Gentlemen/Ladies:

     At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by you with the Securities and
Exchange Commission (the "SEC") on or about August 13, 1999 in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 933,485 shares of your Common Stock (the "STOCK") subject to issuance by you
upon the exercise of (a) purchase rights to be granted by you under your 1999
Employee Stock Purchase Plan as amended (the "PURCHASE PLAN") and (b) stock
options, stock bonuses or restricted stock awards to be granted by you under
your 1995 Equity Incentive Plan along with various non plan grants (the
"INCENTIVE PLAN") (collectively, the "PLANS").

     In rendering this opinion, we have examined the following:

     (1)  the Registration Statement, together with the Exhibits filed as a part
          thereof;

     (2)  the prospectuses prepared in connection with the Plans;

     (3)  the minutes of meetings and actions by written consent of your
          shareholders and your Board of Directors that are contained in your
          minute books in our possession;

     (4)  your articles of incorporation and bylaws as amended to date; and

     (5)  a management certificate of today's date delivered by you.

     In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us and the due authorization,
execution and delivery of all documents where due authorization, execution and
delivery are prerequisites to the effectiveness thereof.

     As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records included in the documents referred to




above.  We have made no independent investigation or other attempt to verify
the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; HOWEVER, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate.

     Based on the foregoing, it is our opinion that the 933,485 shares of
Stock that may be issued and sold by you upon the exercise of (a) purchase
rights granted or to be granted under the Purchase Plan, and (b) stock
options, stock bonuses or restricted stock awards granted or to be granted
under the Incentive Plan, each when issued and sold in accordance with the
applicable Plan and stock option, bonus or purchase agreements to be entered
into thereunder, and in the manner referred to in the relevant prospectus
associated with the Registration Statement, will be validly issued, fully
paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.

     This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof.  This
opinion is intended solely for the your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be
relied upon for any other purpose.

                                       Very truly yours,

                                       FENWICK & WEST LLP


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