LEGAL OPINION
                               The Law Offices of
                               GERSTEN SAVAGE LLP

                                                               February 10, 2006

m-Wise Inc.
10 Hasadnaot Street
Herzeliya Pituach, Israel 46728
Attention:  Shay Ben-Asulin

Re: Shares to be Registered on Form SB-2 (the "Shares")

Gentlemen:

         We have acted as counsel for m-Wise, Inc., a Delaware corporation, (the
"Company") and certain of its shareholders (the "Selling Shareholders") in
connection with the registration of up to 30,000,000 shares (the "Shares") of
its common stock, $.0017 par value described in the prospectus of the Company
dated February 10, 2006 (the "Prospectus"), contained in the Company's
Registration Statement on Form SB-2.

         In connection with this matter, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the following:
         (a) Articles of Incorporation of the Company, as amended to date; (b)
By-laws of the Company, as amended to date; (c) Certificates from the Secretary
of State of the State of Delaware, dated as of a recent date, stating that the
Company is duly incorporated and in good standing in the State of Delaware; and
(d) The Registration Statement and all exhibits thereto.

         In addition to the foregoing, we have also relied as to matters of fact
upon the representations made by the Company and their representatives and upon
representations made by the Selling Shareholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us certified or photo static copies.

         Based upon and in reliance upon the foregoing, and after examination of
such corporate and other records, certificates and other documents and such
matters of law as we have deemed applicable or relevant to this opinion, it is
our opinion that the Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware, the
jurisdiction of its incorporation and has full corporate power and authority to
own its properties and conduct its business as described in the Registration
Statement.




         The authorized capital stock of the Company consists of 200,000,000
shares of Common Stock, with a par value of $.001 per share, of which there are
113,514,158 outstanding Shares. Proper corporate proceedings have been taken
validly to authorize such authorized capital stock and all the outstanding
shares of such capital stock. The securities when sold will be duly authorized,
legally issued, fully paid, and non-assessable under the corporate laws of the
State of Delaware. The shareholders of the Company have no preemptive rights
with respect to the Common Stock of the Company.

         I hereby consent to the firm's name, Gersten Savage LLP and of the
reference to the opinion and of the use of this opinion as an exhibit to the
prospectus and the Registration Statement and as contained in the Registration
Statement itself, specifically Item 13. In giving this consent, I do not hereby
admit that I come within the category of a person whose consent is required
under Section 7 of the Securities Act of 1933, or the general rules and
regulations hereunder.

                                        Very truly yours,


                                        /s/ Gersten Savage LLP
                                        GERSTEN SAVAGE LLP