Exhibit 5.1


                                December 4, 2001



Washington Mutual, Inc.
1201 Third Avenue
Seattle, Washington  98101

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     This  opinion  is  furnished  to  Washington  Mutual,  Inc.,  a  Washington
corporation  (the  "Company")  in connection  with the filing of a  Registration
Statement on Form S-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission  under the Securities Act of 1933, as amended,  relating to
the proposed  sale by the Company of up to 19,950,000  shares (the  "Shares") of
common  stock,  no par value  (the  "Common  Stock"),  issuable  by the  Company
pursuant  to the  Washington  Mutual  Equity  Incentive  Plan and the  Washinton
Mutual, Inc. February 2001 WAMU Shares (collectively, the "Plans").

     We have  based  our  opinion  upon our  review  of the  following  records,
documents, instruments and certificates:

     a) the Restated Articles of Incorporation of the Company, as amended;

     b) the Restated Bylaws of the Company;

     c) records certified to us by an officer of the Company as constituting all
records of proceedings and of actions of the Board of Directors and shareholders
relating  to the  adoption  of the Plans and the  reservation  of the Shares for
issuance pursuant to the Plans; and

     d) each of the Plans.

     In connection with this opinion,  we have,  with your consent,  assumed the
authenticity  of all  records,  documents  and  instruments  submitted  to us as
originals,  the  genuineness  of all  signatures,  the legal capacity of natural
persons and the  authenticity  and  conformity  to the originals of all records,
documents and instruments submitted to us as copies.

     This opinion is limited to the laws of the State of Washington. We disclaim
any  opinion as to any  statute,  rule,  regulation,  ordinance,  order or other
promulgation  of any  other  jurisdiction  or any  federal,  regional  or  local
governmental body.

     Based upon the foregoing and our examination of such questions of law as we
have  deemed  necessary  or  appropriate  for the purpose of this  opinion,  and
subject  to the  assumptions  and  qualifications  expressed  herein,  it is our
opinion that the reservation for issuance of the



Shares  pursuant to the Plans has been duly  authorized  and upon payment of the
purchase  price for the Shares and issuance and delivery of the Shares  pursuant
to the terms of the Plans,  the Shares  will be validly  issued,  fully paid and
non-assessable.

     Our opinion is  qualified to the extent that in the event of a stock split,
share dividend or other reclassification of the Common Stock effected subsequent
to the date  hereof,  the number of shares of Common  Stock  issuable  under the
Plans may be adjusted automatically,  as set forth in those documents, such that
the number of such shares,  as so  adjusted,  may exceed the number of Company's
remaining  authorized,  but  unissued  shares of  Common  Stock  following  such
adjustment.

     We expressly  disclaim any obligation to advise you of any  developments in
areas covered by this opinion that occur after the date of this opinion.

     We hereby  authorize  and consent to the use of this opinion as Exhibit 5.1
to the Registration Statement.

                                    Very truly yours,

                                    /s/ Heller Ehrman White & McAuliffe LLP
















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