Exhibit 5





December 22, 1999

PRT Group Inc.
342 Madison Avenue
New York, New York 10173


Ladies and Gentlemen:

     We  are  counsel  for  PRT  Group  Inc.,  a  Delaware corporation (the
"Company"),  and  issue  the  following  opinion  in  connection   with   a
Registration  Statement  on  Form S-8 (the "Registration Statement"), to be
filed by the Company under the  Securities  Act  of  1933,  as amended (the
"Act"),  with  respect  to the proposed offering by the Company  of  up  to
1,000,000 shares of its Common  Stock,  par  value  $.001  per  share  (the
"Shares"), and interests in the PRT Group Inc. 401(k) Plan (the "Plan").

     We   have   examined  originals  or  copies,  certified  or  otherwise
identified to our  satisfaction,  of  the  Plan,  the  Amended and Restated
Certificate  of  Incorporation  and  Amended  and  Restated Bylaws  of  the
Company, and such other documents, corporate records, certificate of public
officials and instruments as we have considered necessary  or advisable for
the  purpose  of  this  opinion.  We have assumed the authenticity  of  all
documents submitted to us  as  originals  and  the  conformity  to original
documents  of  all  documents  submitted  to  us  as  copies.   We have not
independently verified such information and assumptions.

     We  are members of the Bar of the State of Connecticut and we  express
no opinion  as  to  the  law of any jurisdiction other than the laws of the
State of Connecticut and Delaware corporate law.

     Subject to the foregoing  and based on such examination and review, we
are  of  the  opinion  that, when the  Registration  Statement  has  become
effective under the Act  and  the  Shares  have  been  issued and delivered
against  payment therefor in accordance with the applicable  provisions  of
the Plan and  proper  resolutions  of the Board of Directors of the Company
relating thereto, any Shares originally issued pursuant to the Plan will be
duly authorized, validly issued, fully  paid  and  non-assessable (assuming
that, at the time of such issuance, the Company has  a sufficient number of
authorized shares available for such issuance).

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


 Very truly yours,




 /s/   Day, Berry & Howard LLP
 DAY, BERRY & HOWARD LLP