Exhibit 5.1

                                GSKWM Letterhead

                                                                 August 26, 2003

m-Wise, Inc.
10 Hasadnaot Street
Herzeliya Pituach, Israel 46728


Gentlemen:

         We have acted as counsel to m-Wise, Inc. (the "Company") in connection
with its filing of a registration statement on Form SB-2 (Registration No.
333-106160, the "Registration Statement") covering 8,595,632 shares of common
stock, $.01 par value (the "Common Stock") as more particularly described in the
Registration Statement.

         In our capacity as counsel to the Company, we have examined the
Company's Certificate of Incorporation and By-laws, as amended to date, and the
minutes and other corporate proceedings of the Company.

         With respect to factual matters, we have relied upon statements and
certificates of officers of the Company. We have also reviewed such other
matters of law and examined and relied upon such other documents, records and
certificates as we have deemed relevant hereto. In all such examinations we have
assumed conformity with the original documents of all documents submitted to us
as conformed or photostatic copies, the authenticity of all documents submitted
to us as originals and the genuineness of all signature on all documents
submitted to us.

         On basis of the foregoing, we are of the opinion that:

                  the shares of Common Stock covered by the Registration
Statement have been validly authorized and will, when sold as contemplated by
the Registration Statement, be legally issued, fully paid and non-assessable;

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of the Registration Statement.

                             Very truly yours,

                             /s/ Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                             GERSTEN, SAVAGE, KAPLOWITZ, WOLF &
                                MARCUS, LLP