EXHIBIT 5.1


                             SIERCHIO & ALBERT, P.C.
                                    ATTORNEYS
                        150 East 58th Street, 25th Floor
                            New York, New York 10155
                  PHONE (212) 446-9500 - TELEFAX (212) 446-9504



                                                              September 25, 2000


Phyllis Maxwell's Groups, Inc.
1501 Broadway, Suite 1807
New York, New York  10036


         Re:   Phyllis Maxwell's Groups, Inc.
               Registration Statement on Form SB-2

Dear Sir or Madam:

     We have acted as counsel for Phyllis Maxwell's Groups, Inc., a corporation
existing under the laws of the State of New York (the "Company") in connection
with the reparation and filing of a registration statement on Form SB-2 (the
"Registration Statement") relating to the registration and the offer and sale by
the Company of 1,000,000 of the Company's common shares, $0.0001 par value (the
"Common Shares").

     In this connection, we have examined such documents, corporate records,
officers' certificates and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited to, (i) the
Company's Certificate of Incorporation and Bylaws, (ii) the Company's
Certificate of Amendment of the Certificate of Incorporation, and (iii) the
Registration Statement. We have assumed the legal capacity to sign and the
genuineness of all signatures of all persons executing instruments or documents
examined or relied upon by us and have assumed the conformity with the original
documents of all documents examined by us as copies of such documents.

     Based upon and subject to the foregoing, we are of the opinion that when
offered and sold as described in the Registration Statement, the Common Shares
will be validly issued, fully paid and non-assessable.



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                             SIERCHIO & ALBERT, P.C.


     We are members of the bar of the States of New York and New Jersey and do
not hold ourselves out as being conversant with the laws of any jurisdiction
other than those of the United States of America and the State of New York.

     We hereby consent to the reference to this firm under the caption
"Interests of Named Experts and Counsel" in the Prospectus and to the filing of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not thereby concede that we are within the category of persons
whose consent is required under the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.


                                                 Very truly yours

                                                 Sierchio & Albert, P.C.


                                                 By: /s/ Joseph Sierchio
                                                     ---------------------------
                                                         Joseph Sierchio






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