EXHIBIT 5.1


                                 August 4, 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 (the "Commission")  relating to the registration of 668,715 shares of
Common Stock, par value $ .01 per share (the "Shares"),  of which 375,761 Shares
are  outstanding  and  292,954  Shares 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
375,761  outstanding  Shares  being  registered  pursuant  to  the  Registration
Statement  are validly  issued,  fully paid and  non-assessable  and the 292,954
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 use of our name  under the  caption  "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the  Registration  Statement.  In
giving this consent,  we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended (the "Act"), the rules and regulations of the Commission  promulgated
thereunder or Item 509 of Regulation S-B promulgated under the Act.

                                                        Very truly yours,



                                                     /s/Parker Chapin LLP
                                                        Parker Chapin LLP