<PAGE>
EXHIBIT 5.1
SALANS HERTZFELD HEILBRONN CHRISTY & VIENER
620 FIFTH AVENUE
NEW YORK, NEW YORK 10020
(212) 632-5500
FAX: (212) 632-5555
July 10, 2000
The Pathways Group, Inc.
14201 N.E. 200th Street
Woodinville, Washington 98072
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to The Pathways Group, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-3 (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering from time to time by certain holders (the "Selling Stockholders") of
8,037,482 shares (the "Common Shares") of common stock, $0.01 par value per
share, of the Company (the "Common Stock").
As such counsel, we have examined and are familiar with the
following: (a) the Certificate of Incorporation of the Company; (b) the By-Laws
of the Company, as amended; (c) the minutes of the meetings of the Board of
Directors of the Company; (d) the various subscription agreements granting
registration rights to the Selling Shareholders; (e) the Registration Statement
and (f) such other documents and instruments as we have deemed appropriate. In
such review, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted as originals and the conformity to the original
documents of all documents submitted to us as copies.
Based upon the foregoing, and assuming that applicable
provisions of the Securities Act and the securities or "blue sky" laws of
various states shall have been complied with, we are of the opinion that the
Common Shares to be offered by the Selling Stockholders are duly authorized and
duly and validly issued, fully paid and nonassessable.
<PAGE>
We consent to being named in the Registration Statement on
Form S-3 as attorneys who have passed upon legal matters in connection with the
Shares and we consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ SALANS HERTZFELD HEILBRONN
CHRISTY & VIENER
