EXHIBIT 5

                                January 23, 2002

Sales OnLine Direct, Inc.
4 Brussels Street
Worcester, MA 01610

     Re:  Sales OnLine Direct, Inc. Registration Statement on Form S-8

Gentlemen:

     We are counsel for Sales OnLine Direct,  Inc., a Delaware  corporation (the
"Company").  We have been asked to deliver this opinion in  connection  with the
preparation  and filing with the  Securities and Exchange  Commission  under the
Securities Act of 1933, as amended (the "Act"),  of a Registration  Statement on
Form S-8 (the  "Registration  Statement")  relating to an additional  20,000,000
shares of the Company's  Common Stock,  $.001 par value per share (the "Shares")
reserved  for  issuance  under the 2001  Non-Qualified  Stock  Option  Plan (the
"Plan").  This opinion letter is being rendered in connection with the filing of
the Registration Statement.

     We have examined copies of (i) the Certificate of Incorporation, as amended
(ii) the Bylaws of the Company,  as amended,  (iii) the Registration  Statement,
(iv) the Plan,  and (v)  resolutions  adopted by the Board of  Directors  of the
Company relating to the matters referred to herein (collectively  referred to as
the "Documents").

     We  have  assumed,  for  the  purposes  of our  opinion  herein,  that  any
conditions  to the  issuance  of the Shares  under the Plan have been or will be
satisfied in full. We have relied, without independent  investigation,  upon the
representations  and  warranties  of the  various  parties as to matters of fact
contained in the  Documents.  We express no legal  opinion upon any matter other
than that explicitly  addressed below, and our express opinion therein contained
shall not be interpreted to be an implied opinion upon any other matter.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
issuance of the Shares has been duly authorized and, when issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid, and non-assessable.

     The foregoing  opinion is limited to the Delaware General  Corporation Law,
including   reported  judicial   decisions  related  thereto  and  the  Delaware
Constitution,  and the  laws of the  United  States  of  America,  and we do not
express any opinion herein  concerning any other law. We assume no obligation to
supplement  this opinion if any applicable  laws change after the date hereof or
if we become  aware of any fact that might change the opinion  expressed  herein
after the date hereof. The opinion may be relied upon exclusively by you and not
by any other person without our prior written consent.  We hereby consent to the
filing of this opinion as an exhibit to the  Registration  Statement  and to the
use of the name of our Firm  therein.  In giving this  opinion,  we do not admit
that we are within the category of persons  whose consent is required by Section
7 of the Securities Act of 1933, as amended.

                                                     Very truly yours,

                                                     BOWDITCH & DEWEY, LLP