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                                                                     Exhibit 5.1


                 Opinion of Milbank, Tweed, Hadley & McCloy LLP


                                  June 27, 2001


Viewpoint Corporation
498 Seventh Avenue, Suite 1810
New York, New York 10018

Ladies and Gentlemen:

         We have examined the registration statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about June 27, 2001 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of shares of your common stock, par value $0.001 per
share (the "Shares"), to be offered and sold from time to time by the Selling
Stockholders identified in the Registration Statement.

         Based on these examinations, it is our opinion that upon the completion
of the proceedings being taken, or which we, as your special counsel,
contemplate will be taken prior to the sale of the Shares, the Shares when
offered and sold in the manner referred to in the Registration Statement will be
legally and validly issued, fully paid and non-assessable.

         The foregoing opinion is limited to matters involving the Federal laws
of the United States of America and the General Corporation Law of the State of
Delaware (including any statutory provisions and all applicable provisions of
the Delaware Constitution and any reported judicial decisions interpreting these
laws), and we do not express any opinion as to the laws of any other
jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder for the purposes of any part of the Registration
Statement.

                                       Very truly yours,


                                       /s/ Milbank, Tweed, Hadley & McCloy LLP