Exhibit 5.1

                                 October 9, 2001


EDT Learning, Inc.
2999 N. 44th Street, Suite 650
Phoenix, Arizona 85018-7273

     Re:  Registration Statement on Form S-8 of EDT Learning, Inc.

Gentlemen:

     We are acting as counsel for EDT  Learning,  Inc.,  a Delaware  corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"),  of up to 1,500,000 shares of the Company's Common
Stock, par value $.001 per share (the "Shares"),  which shares are issuable upon
the grant of restricted stock awards ("Restricted Stock Awards") or the exercise
of options  ("Options")  granted or to be granted  from time to time to eligible
persons,  pursuant to the  provisions of the Company's  1997 Stock  Compensation
Plan (the "Plan").  A  Registration  Statement on Form S-8 covering the offering
and sale of the Shares (the  "Registration  Statement")  is expected to be filed
with the Securities and Exchange Commission on or about the date hereof.

     In reaching the conclusions  expressed in this opinion we have examined and
relied upon such documents, corporate records, and other instruments,  including
certificates  of public  officials and  certificates of officers of the Company,
and made such further  investigation  and inquiry as we have deemed necessary to
reach the opinions  expressed herein. In making the foregoing  examinations,  we
have  assumed the  genuineness  of all  signatures  on original  documents,  the
authenticity,  accuracy,  and  completeness of all documents  submitted to us as
originals,  and the conformity to original  documents of all copies submitted to
us.

     Based solely upon the  foregoing,  subject to the  comments and  exceptions
hereinafter  stated,  it is our  opinion  that the  Shares,  when  issued by the
Company in accordance with the terms of the Plan, the Options and the Restricted
Stock  Awards  for  consideration  having a value  not less  than the par  value
thereof, will be validly issued, fully paid and nonassessable.

     We express no  opinion  as to the laws of any  jurisdiction  other than the
General  Corporation  Law of the State of Delaware  and the federal  laws of the
United States of America, in each case as in effect on the date hereof.

     We  hereby  consent  to the  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement.  In giving this  consent,  we do not admit that we come
within the category of persons whose consent is required  under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.

                                        Very truly yours,


                                        /s/ Jackson Walker L.L.P.