EXHIBIT 5.1
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                [PARKER CHAPIN FLATTAU & KLIMPL, LLP LETTERHEAD]




                                                              December 13, 1999




IRT Industries, Inc.
6230 Fairview Road, Suite 102
Charlotte, North Carolina


           RE: IRT INDUSTRIES, INC./REGISTRATION STATEMENT ON FORM S-8
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Dear Ladies and Gentlemen:

         We have acted as counsel to IRT Industries, Inc., a Florida corporation
(the "Company"),  in connection with its Registration Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission  relating to the offering of up to 1,100,000  shares of common stock,
par value $0.0001 per share, (the "Common Stock"), to consultants to the Company
under  certain  Consultant  Agreements  (collectively,  the  "Plan"),  and  such
additional  indeterminate  number of shares of the Company's common stock as may
be issued under the anti-dilution provisions of the Plan.

         In  rendering  this  opinion  expressed  below,  we have  examined  the
Company's  Articles of  Incorporation,  as amended,  the Company's  By-laws,  as
amended,  and written consents of the Company's  directors relating to the Plan.
In addition,  we have examined and relied upon such matters of law, certificates
and examinations of public officials as we have deemed relevant to the rendering
of this opinion. We have not examined each award agreement in respect of options
granted or common stock issued under the Plan.  We have,  however,  examined the
form of stock option  agreement  which the Company has advised us is the form of
agreement  used by it under the Plan.  We have also been informed by the Company
that stock  option  agreement  between  the  Company  and the option  holders is
substantially  in the form of the stock option  agreement that we have examined.
In all of our  examinations,  we have  assumed the  accuracy of all  information
furnished to us, the  genuineness of all documents,  the conformity to originals
of  all  documents  submitted  to  us  as  certified,  conformed,  facsimile  or
photostatic copies thereof,  as well as the genuineness of all signatures on all
such documents.

         Our  opinion is  limited to the date  hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof.

         Finally,  we are counsel  admitted to practice only in the State of New
York, and we express no opinions as to the applicable  laws of any  jurisdiction
other than those of the State of New York and the United States of America.


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         Based upon and subject to the foregoing, we are of the opinion that the
shares of the  Company's  common stock  issued  pursuant to the Plan or issuable
upon the  exercise  of options  granted or to be  granted  under the Plan,  when
issued pursuant to the provisions of the Plan and (as relevant) the terms of the
option  to be  granted  thereunder,  will be  legally  issued,  fully  paid  and
non-assessable.

         We consent to the filing of a copy of this opinion as an exhibit to the
Company's Registration Statement with respect to the Plan.


                                            Very truly yours,

                                         /s/ Parker Chapin Flattau & Klimpl, LLP

                                         PARKER CHAPIN FLATTAU & KLIMPL, LLP



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