EXHIBIT 5.1
                     [Farella Braun + Martel LLP letterhead]


                                November 1, 2001


Geoworks Corporation
960 Atlantic Avenue
Alameda, CA 94501

     Re:  Geoworks  Corporation  (the  "Company")  1994  Stock  Option  Plan and
          Employee Stock Purchase Plan (together, the "Plans")


Ladies and Gentlemen:

     At your request,  we have examined the  Registration  Statement on Form S-8
(the  "Registration  Statement")  to be filed by you  with  the  Securities  and
Exchange  Commission  (the  "Commission")  on or  about  November  1,  2001,  in
connection with the  registration  under the Securities Act of 1933, as amended,
of an  aggregate  of  1,350,000  additional  shares of your  Common  Stock  (the
"Shares") subject to issuance by you pursuant to the Plans.

     In rendering this opinion,  we have examined  originals or copies certified
or otherwise  authenticated to our satisfaction of the following,  all of which,
unless otherwise indicated, are dated as of the date of this letter:

     1.   A copy of the Certificate of Incorporation of the Company, as amended,
          certified by your  Secretary  as being  complete and in full force and
          effect.

     2.   The minutes of meetings of your Board of  Directors  taken at meetings
          on June 8, 2001 and  April 23,  1998 and  certain  resolutions  of the
          Board of Directors by resolution at a meeting on October 18, 2001, and
          certified by your Secretary as being unrescinded, complete and in full
          force and effect.

     3.   The  minutes of  meetings  of  stockholders  of the  Company  taken at
          meetings on  September  11, 2001 and July 27, 1998,  and  certified by
          your  Secretary as being  unrescinded,  complete and in full force and
          effect.

     4.   A certificate of Timothy J. Toppin,  Vice  President,  Chief Financial
          Officer and Secretary of the Company dated October 31, 2001.

     Based solely on our  examination  of the  foregoing,  we are of the opinion
that,  subject to the  effectiveness of the Registration  Statement,  the Shares
will be legally issued, fully paid and



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non-assessable. In giving this opinion, we assume that the Shares will be issued
in accordance with the terms of the Plans.

     We hereby  consent to the filing of this opinion with the  Commission as an
exhibit to the Registration Statement.

                                           Very truly yours,

                                           FARELLA BRAUN + MARTEL LLP

                                           /s/ FARELLA BRAUN + MARTEL LLP











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