Exhibit 5.1

                      Jenkens & Gilchrist Parker Chapin LLP

                                                              AUSTIN, TEXAS
                            THE CHRYSLER BUILDING            (512) 499-3800
                             405 LEXINGTON AVENUE           CHICAGO, ILLINOIS
                           NEW YORK, NEW YORK 10174          (312) 425-3900
                                                              DALLAS, TEXAS
                                (212) 704-6000               (214)  855-4500
                         FACSIMILE  (212) 704-6288           HOUSTON, TEXAS
                                                             (713) 951-3300
                               www.jenkens.com          LOS ANGELES, CALIFORNIA
                                                             (310) 820-8800
                                                          PASADENA, CALIFORNIA
                                                            (626) 578-7400
                                                          SAN ANTONIO, TEXAS
                                                            (210) 246-5000
                                                            WASHINGTON, D.C.
                                                             (202) 326-1500

                                  July 8, 2004

Ramp Corporation
33 Maiden Lane
New York, New York 10038

         Re:      Ramp Corporation

Ladies and Gentlemen:

         We have acted as counsel to Ramp  Corporation,  a Delaware  corporation
(the  "Company"),  in  connection  with  Amendment  No.  1 to  the  Registration
Statement  on Form S-3  (the  "Registration  Statement")  being  filed  with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act"),
for the registration for resale by the selling  stockholders listed therein (the
"Selling  Stockholders") of: (i) up to 24,146,782 shares of the Company's common
stock,  par value $.001 per share  ("Common  Stock"),  and (ii) an  aggregate of
3,617,964 shares of Common Stock ("Warrant  Shares")  issuable upon the exercise
of warrants  issued to certain  individuals  and entities  ("Warrants")  with an
exercise price of $0.80 cents with respect to 3,179,216  Warrant  Shares,  $0.60
cents with respect to 407,500  Warrant  Shares,  and $0.82 cents with respect to
31,248 Warrant Shares (the Warrant  Shares and the Common Shares  together,  the
"Shares").

         In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of the Company's (i) Restated  Certificate of Incorporation,
(ii) Bylaws and (iii)  resolutions  adopted by the Company's  Board of Directors
authorizing the issuance of the Common Stock,  Warrants and the Shares.  We have
also  reviewed  such other  matters of law and examined and relied upon all such
corporate  records,  agreements,  certificates  and other  documents  as we have
deemed relevant and necessary as a basis for the opinion hereinafter  expressed.
In such  examination,  we have assumed the  genuineness of all  signatures,  the
authenticity  of all documents  submitted to us as originals and the  conformity
with the  original  documents  of all  documents  submitted  to us as  copies or
facsimiles.  As to any facts  material to such  opinion,  we have, to the extent
that  relevant  facts  were  not  independently  established  by us,  relied  on
certificates  of  public   officials  and  certificates  of  officers  or  other
representatives of the Company.

         Based upon and subject to the foregoing, we are of the opinion that (a)
the  Common   Shares   have  been   validly   issued  and  are  fully  paid  and
non-assessable,  and (b) the Warrant  Shares,  upon  issuance and payment of the
exercise price to the Company in accordance with the terms of the Warrants, will
be validly issued, fully paid and non-assessable.




                      Jenkens & Gilchrist Parker Chapin LLP


Ramp Corporation
July 8, 2004
Page 2


         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus  constituting part of the Registration  Statement. In
giving this consent,  we do not thereby admit that we are within the category of
persons  whose  consent is required  under  Section 7 of the Act,  the rules and
regulations of the Securities and Exchange Commission  promulgated thereunder or
Item 509 of Regulation S-K promulgated under the Act.

                                         Very truly yours,


                                         JENKENS & GILCHRIST PARKER CHAPIN LLP