EXHIBIT 5.1

                               January 28, 1997

Mr. Mark Schaftlein
Westmark Group Holdings, Inc.
355 N.E. Fifth Avenue
Delray, Florida 33483

Dear Mr. Birmingham:

      As counsel for Westmark Group Holdings, Inc., a Delaware corporation
("Company"), you have requested our firm to render this opinion in connection
with the Amendment No. 1 to 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 (i) 1,671,993 shares of Common Stock underlying currently exercisable
warrants ("Warrants"), (ii) 639,937 shares of Common Stock issuable upon
conversion of debt ("Convertible Debt") and (iii) 2,464,994 shares of Common
Stock issuable upon conversion of preferred stock ("Preferred Stock"). The
Registration Statement also relates to the resale of 2,107,008 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 Delaware.

Mr. Mark Schaftlein
January 28,1997
Page 2

      2.    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.

      3.    The shares of Common Stock issuable upon conversion of Convertible
            Debt are validly authorized and, upon conversion of the Convertible
            Debt in accordance with their terms, will be validly issued, fully
            paid and nonassessable.

      4.    The shares of Common Stock underlying the Preferred Stock to be
            issued upon conversion of such Preferred Stock are validly
            authorized and, upon conversion of the Preferred Stock 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,

                                          BREWER & PRITCHARD, P.C.