Exhibit 5.1

                               LEHMAN & EILEN LLP
                           50 Charles Lindbergh Blvd.
                                    Suite 505
                               Uniondale, NY 11553
                                 (516) 222-0888


                                  May 10, 2005

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re:   Voice Diary Inc. Registration Statement on Form S-8 dated May 10, 2005

Gentlemen:

We are counsel to Voice Diary Inc., a Delaware corporation (the "Company"), in
connection with the filing by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of a registration statement on Form S-8 (the "Registration Statement") relating
to 1,000,000 shares of the Company's Class A common stock, par value $.01,
issuable upon exercise of options granted under the Company's 2005 Consultant
Stock Plan (the "Plan"; those shares, the "Shares").

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the certificate of incorporation
and bylaws of the Company, as each is currently in effect, the Registration
Statement, the Plan, resolutions of the board of directors of the Company
relating to adoption of the Plan and the proposed registration and issuance of
the Shares, and such other corporate documents and records and other
certificates as we have deemed necessary or appropriate in order to render the
opinions hereinafter set forth, and we have made such investigations of law as
we have deemed necessary or appropriate in order to render the opinions
hereinafter set forth.

In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents. As to any facts material to the opinions expressed
herein that were not independently established or verified, we have relied on
statements and representations of officers and other representatives of the
Company and others.

Based upon and subject to the foregoing, we are of the opinion that the Shares
to be issued upon exercise of any options duly granted pursuant to the terms of
the Plan have been duly and validly authorized and, when the Shares have been
paid for in accordance with the terms of the Plan, the Shares will be duly and
validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                                     Very truly yours,

                                                     LEHMAN & EILEN LLP


                                                     By:  /s/ Hank Gracin
                                                          ---------------------
                                                          Hank Gracin, Partner