EXHIBIT 5

                   [LETTERHEAD OF CHRISTENSEN, MILLER, FINK,
                      JACOBS, GLASER, WEIL & SHAPIRO, LLP]




                               October 1, 1999



Heuristic Development Group, Inc.
1219 Morningside Drive, Suite 102
Manhattan Beach, California 90266

        Re:    REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

        You have requested our opinion in connection with the issuance by
Heuristic Development Group, Inc., a Delaware corporation (the "Company"), of
shares of the Company's Common Stock, $0.01 par value per share (the
"Shares"), in connection with the Option Plan (as defined below).  The Shares
are the subject of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on October 1, 1999.

        The Shares are to be issued in connection with the Heuristic
Development Group, Inc. 1996 Stock Option Plan (the "Option Plan").

        We have acted as counsel for the Company in connection with the
Registration Statement.  We have examined and relied upon copies, unless
otherwise stated, of the following documents: (i) the Certificate of
Incorporation and By-laws of the Company, as amended to date; (ii)  minutes
and resolutions of the Company's Board of Directors relating to the Option
Plan, including without limitation, the authorization and issuance of the
Shares; (iii) the Registration Statement; and (iv) such other documents,
instruments and agreements as we have deemed necessary or appropriate as a
basis for the opinion set forth below.

        In rendering our opinion herein, we have assumed, with your
permission: the genuineness and authenticity of all signatures on original
documents submitted to us; the authenticity of all documents submitted to us
as originals; the conformity to originals of all documents submitted to us as
copies or facsimiles; the continued accuracy of all certificates and other
documents from public officials dated earlier than the date of this letter;
the continued effectiveness of the Registration Statement; the issuance by
any necessary regulatory



Heuristic Development Group, Inc.
October 1, 1999
Page 2

agencies of appropriate permits, consents, approvals, authorizations and
orders relating to the offering and sale of the Shares; the offer and sale of
the Shares being made in the manner set forth in the Registration Statement
and pursuant to said permits, consents approvals, authorizations and orders.
In addition, we have made such legal and factual examinations and inquiries
as we have deemed necessary or appropriate for purposes of this opinion.

        Our opinions herein are limited to the General Corporation Law of the
State of Delaware (based upon the latest unofficial compilation thereof
available to us) and the federal laws of the United States.  We express no
opinion whatsoever with respect to the laws of any other jurisdiction and can
assume no responsibility for the applicability or effect of any such laws.

        Based on and subject to the foregoing, it is our opinion that when
issued in accordance with the terms and conditions of the Option Plan, the
Shares will be validly issued, fully paid and non-assessable.

        This opinion is addressed solely to the Company, and no one else has
the right to rely upon it, nor may anyone release it, quote from it, or
employ it in any transaction other than those discussed herein without the
written consent of the undersigned;  however, the undersigned hereby consents
to the filing of this opinion as an exhibit to, and the references to the
undersigned contained in, the Registration Statement.

                                Very truly yours,

        /s/  CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP