EXHIBIT 5.1

                                 April 17, 2000

SmartServ Online, Inc.
One Station Place
Stamford, CT  06902

Gentlemen:

         We have  acted as  counsel  for  SmartServ  Online,  Inc.,  a  Delaware
corporation  (the "Company"),  in connection with its Registration  Statement on
Form SB-2 (the "Registration  Statement") filed with the Securities and Exchange
Commission  relating to the  registration of 351,640 shares of Common Stock, par
value $ .01 per share (the  "Shares"),  of which  333,000  are  outstanding  and
18,640 are  issuable  upon  exercise  of warrants  granted by the  Company  (the
"Warrants").

         In connection with the foregoing, we have examined, among other things,
the Registration Statement,  the Warrants and originals or copies,  satisfactory
to  us,  of all  such  corporate  records  and of  all  such  other  agreements,
certificates  and documents as we have deemed  relevant and necessary as a basis
for the opinion hereinafter expressed. In such examination,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as  originals  and the  conformity  with the  original  documents  of  documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently  established by us, relied
on certificates of public officials and certificates,  oaths and declarations of
officers or other representatives of the Company.

         Based upon and subject to the foregoing, we are of the opinion that the
333,000  outstanding  Shares  being  registered  pursuant  to  the  Registration
Statement  are  validly  issued,  fully paid and  non-assessable  and the 18,640
Shares  issuable upon exercise of the Warrants will be, when issued  pursuant to
the terms  and  provisions  of the  Warrants,  validly  issued,  fully  paid and
non-assessable.

         We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.

                                                              Very truly yours,

                                                          /s/ Parker Chapin LLP
                                                              Parker Chapin LLP