EXHIBIT 5.1


                        [LETTERHEAD OF LATHAM & WATKINS]


                               December 20, 2001


LearningStar Corp.
2 Lower Ragsdale Drive
Monterey, California  93940

               Re:  LearningStar Corp.
                    125,000 shares of common stock, par value $0.01 per share

Ladies and Gentlemen:

        In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of an additional 125,000 shares (the "Shares") of common
stock, par value $0.01 per share, of LearningStar Corp. (the "Company") issuable
under the Company's Second Amended and Restated 2001 Employee Stock Purchase
Plan (the "Plan"), by the Company on a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Commission") on December 20,
2001 (the "Registration Statement"), you have requested our opinion with respect
to the matters set forth below.

        In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

        In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

        We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.

        Subject to the foregoing, it is our opinion that the Shares to be issued
under the Plan have been duly authorized, and upon the issuance and delivery of
the Shares in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.

        This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
registration statement.

                                Very truly yours,

                                /S/ Latham & Watkins