Exhibit 5.1

[Heller Ehrman Letterhead]
                                  May 15, 2001



PhotoWorks, Inc.
1260 16th Avenue West
Seattle, Washington  98119-3401

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is furnished to PhotoWorks, Inc. (the "Company") in connection
with the  filing  of a  Registration  Statement  on Form S-8 (the  "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933,  as  amended,  relating  to the  proposed  sale by the Company of up to
1,290,000  shares (the  "Shares") of common  stock,  par value $0.01 (the Common
Stock),  issuable by the Company under  Amendment  No. 1 to the  Company's  1999
Stock Incentive  Compensation Plan, as amended as of July 25, 2000 (the "Amended
Plan"),  the Company's  Nonqualified  Option  Agreement  between the Company and
Howard Lee, and the Company's  Nonqualified Option Agreement between the Company
and Ben Calica (collectively, the "Option Agreements").

     We have  based  our  opinion  upon our  review  of the  following  records,
documents, instruments and certificates:

     a) the Articles of Incorporation of the Company;

     b) the Bylaws of the Company;

     c) records certified to us by an officer of the Company as constituting all
records of proceedings and of actions of the Board of Directors and shareholders
relating to the adoption of the Amended Plan and the  reservation  of the Shares
for issuance pursuant to the Amended Plan;

     d) records certified to us by an officer of the Company as constituting all
records of proceedings and of actions of the Board of Directors  relating to the
grants made under the Option Agreements;

     e) the Amended Plan;

     f) the Option Agreements; and

     g) information provided by the Company's transfer agent as to the number of
shares of Common Stock outstanding as of May 14, 2001.



     In connection with this opinion,  we have,  with your consent,  assumed the
authenticity  of all  records,  documents  and  instruments  submitted  to us as
originals,  the  genuineness  of all  signatures,  the legal capacity of natural
persons and the  authenticity  and  conformity  to the originals of all records,
documents and instruments submitted to us as copies.

     This opinion is limited to the laws of the State of Washington. We disclaim
any  opinion as to any  statute,  rule,  regulation,  ordinance,  order or other
promulgation  of any  other  jurisdiction  or any  federal,  regional  or  local
governmental body.

     Based upon the foregoing and our examination of such questions of law as we
have  deemed  necessary  or  appropriate  for the purpose of this  opinion,  and
subject  to the  assumptions  and  qualifications  expressed  herein,  it is our
opinion that the  reservation for issuance of the Shares pursuant to the Amended
Plan and the Option  Agreements has been duly authorized and upon payment of the
purchase  price for the Shares and issuance and delivery of the Shares  pursuant
to the terms of the Amended Plan and the Option  Agreements,  the Shares will be
validly issued, fully paid and non-assessable.

     Our opinion is  qualified to the extent that in the event of a stock split,
share dividend or other reclassification of the Common Stock effected subsequent
to the date  hereof,  the number of shares of Common  Stock  issuable  under the
Amended  Plan may be  adjusted  automatically,  as set forth in the terms of the
Amended Plan,  such that the number of such shares,  as so adjusted,  may exceed
the number of Company's  remaining  authorized,  but  unissued  shares of Common
Stock following such adjustment.

     We expressly  disclaim any obligation to advise you of any  developments in
areas covered by this opinion that occur after the date of this opinion.

     We hereby  authorize  and consent to the use of this opinion as Exhibit 5.1
to the Registration Statement.

                                  Very truly yours,

                                  HELLER EHRMAN WHITE & McAULIFFE LLP



                            /s/   HELLER EHRMAN WHITE & McAULIFFE LLP