EXHIBIT 5.1


                     [E.W. Blanch Holdings, Inc. Letterhead]


Board of Directors
E. W. Blanch Holdings, Inc.
500 North Akard, Suite 4500
Dallas, Texas  75201

                  Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

                  I am the Senior Vice President, General Counsel and Corporate
Secretary of E. W. Blanch Holdings, Inc., a Delaware corporation (the
"Company"), and have advised the Company in connection with a registration
statement on Form S-8 relating to the sale by the Company from time to time of
up to 32,874 shares (the "Shares") of common stock, par value $.01 per share,
of the Company. The Shares will be issuable upon the exercise of currently
outstanding options granted under the K2 Technologies, Inc. 1994 Stock Plan, the
K2 Technologies, Inc. 1996 Stock Plan and the K2 Technologies, Inc. 1998 Key
Person Stock Option Plan (the "Plans").

                  I have examined such documents and have reviewed such
questions of law as I have considered necessary and appropriate for the purposes
of my opinion set forth below.

                  In rendering my opinion set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to me as copies. I have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to my opinion, I have relied upon
certificates of officers of the Company and of public officials.

                  Based on the foregoing, I am of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plans, and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.

                  My opinions expressed above are limited to the laws of the
State of Delaware.

                  I hereby consent to the filing of this opinion as an exhibit 
to the registration statement on Form S-8 of the Company relating to the Shares.

Dated: October 8, 1998                                     Very truly yours,

                                                           /s/ Daniel P. O'Keefe

                                                           Daniel P. O'Keefe