Exhibit 5.1
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                      [SHUSTAK JALIL & HELLER LETTERHEAD]




                                  May 15, 2003

Brightman,  Almagador  &  Co.
Certified  Public  Accountants
A  member  firm  of  Deloitte  Touche  Tohmatsu
Haifa,  Israel

     Re:  Voice  Diary  Inc.

Gentlemen:

     We have represented Voice Diary Inc. (the "Company") in connection with its
preparation  of  a  Form  SB-2 and filing of such report with the Securities and
Exchange  Commission  .

     We  advise  you  that  in  our opinion, the Common Stock issued was legally
issued,  fully  paid  and  non assessable shares of Common Stock of the Company.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration Statement relating to Common Stock referred to above and to the use
of  our  name  and to the references to our firm in said Registration Statement.

                                   Very  truly  yours,

                                   SHUSTAK  JALIL  &  HELLER



                                   By____________________________
                                        Richard  S.  Heller