EXHIBIT 5.1

                                  June 4, 1996

Mr. Robert L. Knauss
Baltic International USA, Inc.
1990 Post Oak Blvd., Suite 1630
Houston, Texas  77056

Dear Mr. Knauss:

         As counsel for Baltic International USA, Inc., a Texas corporation
("Company"), you have requested our firm to render this opinion in connection
with the Registration Statement of the Company on Form SB-2 filed under the
Securities Act of 1933, as amended ("Act"), with the Securities and Exchange
Commission relating to the registration of the issuance of 479,975 shares of
common stock, $.01 par value ("Common Stock"), including 399,975 shares of
Common Stock underlying outstanding public warrants which are currently
exercisable at a price of $6.00 per share and which expire in April 1998
("Public Warrants"), and 80,000 shares of Common Stock underlying outstanding
warrants which become exercisable in December 1997 at a price of $1.375 per
share and which expire in December 2000 ("Warrants"). The Registration Statement
also relates to the resale of 4,714,908 shares of Common Stock.

         We are familiar with the registration statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the registration
statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.

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

         1.       The Company is a corporation duly organized,
                  validly existing and in good standing under
                  the laws of the State of Texas.

Letter to Mr. Robert L. Knauss
June 4, 1996
Page 2


         2.       The shares of Common Stock underlying the Public Warrants to
                  be issued upon exercise of such Public Warrants are validly
                  authorized and, upon exercise of the Public Warrants in
                  accordance with their terms, will be validly issued, fully
                  paid and nonassessable.

         3.       The shares of Common Stock underlying the Warrants to be
                  issued upon exercise of such Warrants are validly authorized
                  and, upon exercise of the Warrants in accordance with their
                  terms, will be validly issued, fully paid and nonassessable.

         We consent to the use in the registration statement of the
reference to Brewer & Pritchard, P.C. under the heading "Legal
Matters."

         This opinion is conditioned upon the registration statement being
declared effective and upon compliance by the Company with all applicable
provisions of the Act and such state securities rules, regulations and laws as
may be applicable.

                                                    Very truly yours,

                                                    /s/ BREWER & PRITCHARD, P.C.
                                                        Brewer & Pritchard, P.c.