EXHIBIT 5.1


                 [LETTERHEAD OF GREENBERG TRAURIG, LLP]



                                     December 20, 2004


Epoch Holding Corporation
667 Madison Avenue, 2nd Floor
New York, New York 10021

         Re:  Registration Statement on Form S-8
              of Epoch Holding Corporation

Ladies and Gentlemen:

     We have acted as counsel to Epoch Holding Corporation, a Delaware
corporation (the "Company"), in connection with the filing by the Company
of a Registration Statement on Form S-8 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), covering the
offering of up to 3,000,000 shares (the "Shares") of the Company's common
stock, $0.01 par value, pursuant to the Company's 2004 Omnibus Long-Term
Incentive Compensation Plan (the "Plan").

     This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement and related prospectus, (ii) the Plan,
(iii) the Certificate of Incorporation of the Company, as currently in
effect, (iv) the Bylaws of the Company, as currently in effect, (v) a
specimen certificate representing the Common Stock and (vi) certain
resolutions of the Board of Directors of the Company relating to the Plan
and the filing of the Registration Statement.  We have also examined
originals or copies, certified or otherwise identified to our satisfaction,
of such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company
and others, and such other documents, certificates and records, as we have
deemed necessary or appropriate as a basis for the opinions set forth
herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.  In
making our examination of documents executed or to be executed, we have
assumed that the parties thereto, other than the Company had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof.  As to any
facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.

     Members of our firm are admitted to the Bar in the State of New York,
and we do not express any opinion as to the laws of any jurisdiction, other
than the General Corporation law of the State of Delaware.

     Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when the Shares have been issued,
delivered and paid for in accordance with the terms of the Plans and the
related option grant agreements, where applicable, and certificates
representing the Shares in the form of the specimen certificate examined by
us have been manually signed by an authorized officer of the transfer agent
and registrar for the Common Stock and registered by such transfer agent
and registrar, such Shares will be validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.  In giving this consent, we do
not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

                                   Very truly yours,

                                   /s/  Greenberg Traurig, LLP

                                   GREENBERG TRAURIG, LLP