September 10, 2004


Home Director, Inc.
2525 Collier Canyon Road
Livermore, California 94551

        RE:      COMMON STOCK OF HOME DIRECTOR, INC. REGISTERED ON FORM SB-2
                 -----------------------------------------------------------
Ladies and Gentlemen:

                  We have acted as counsel to Home Director, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form SB-2 (the "Registration Statement") for purposes of
registration under the Securities Act of 1933, as amended, of 34,643,679 shares
of the Company's common stock for resale by the selling stockholders named in
the Registration Statement. As more particularly described in the Registration
Statement, as filed on September 10, 2004, the Company is registering for
resale:

                  12,032,475 shares of the Company's common stock owned by
                  selling stockholders; and

                  22,611,204 shares of the Company's common stock issuable to
                  selling stockholders upon the valid exercise of outstanding
                  warrants.

                  We have examined the originals or certified copies of such
corporate records, certificates of officers of the Company and/or public
officials and such other documents and have made such other factual and legal
investigations, as we have deemed necessary as the basis for the opinions set
forth below. 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 or as facsimiles of copies or originals.

                  Based upon the foregoing, we are of the opinion that:

                  (a) the 12,032,475 shares of the Company's common stock owned
                  by the selling stockholders are validly issued, fully paid and
                  nonassessable shares of common stock; and

                  (b) the 22,611,204 shares of the Company's common stock
                  issuable to selling stockholders upon the valid exercise of
                  warrants in accordance with their respective terms, as
                  amended, will, upon such issuance pursuant to such exercise,
                  be validly issued, fully paid and nonassessable shares of
                  common stock.



Home Director, Inc.
September 10, 2004
Page 2

                  We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the General Rules and
Regulations thereunder.

                  We are qualified as lawyers only in the State of New York. Our
opinions expressed in this letter are limited to matters governed by the federal
laws of the United States of America, the laws of the State of New York, and the
statutory provisions of the General Corporation Law of the State of Delaware (as
opposed to decisions of the courts interpreting such statutes).

                  We assume no obligation to advise you of any changes in facts
or law relevant to our opinions that may come to our attention subsequent to the
delivery of this opinion letter. This opinion letter has been prepared solely
for your use in connection with the filing of the Registration Statement and
should not be quoted or used for any other purpose without our prior written
consent.

                                       Very truly yours,



                                       /s/ Kronish Lieb Weiner & Hellman LLP