Exhibit 5.1

                               BARRY FEINER, ESQ.
                                 ATTORNEY AT LAW
                                170 FALCON COURT
                            MANHASSET, NEW YORK 11030

                            -------------------------
                                 (516) 484-6890
                         FACSIMILE NUMBER (516) 484-6867

May 24, 2004

CNE Group, Inc.
200 West 57th Street
Suite 507
New York, New York 10019

Ladies and Gentlemen:

I have acted as counsel to CNE Group, Inc, a Delaware corporation (the
"Company"), in connection with the Company's filing of a Registration Statement
on Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Act"),
relating to the resale by selling stockholders of (i) 5,393,594 shares (the
"Initial Shares") of the Company's currently outstanding Common Stock, par value
$0.00001 per share (the "Common Stock"); (ii) 8,861,600 shares of Common Stock
issuable upon exercise of warrants (the "Warrants"); (iii) 1,628,630 shares of
the Company's currently outstanding Series A Preferred Stock, par value $0.00001
per share, and attached Class A Warrants (the "A Preferred Securities"); (iv)
4,400 shares of the Company's currently outstanding Series B Preferred Stock,
par value $0.00001 per share (the "B Preferred Shares"); (v) 9,735,875 shares of
the Company's currently outstanding Series C Preferred Stock, par value $0.00001
per share, and attached Class C Warrants (the "C Preferred Securities"); and
(vi) 1,000,000 shares of the Company's currently outstanding Series AA Preferred
Stock, par value $0.00001 per share (the "AA Preferred Shares").

In connection with this opinion, I have examined originals, or certified,
conformed or reproduction copies, of all records, agreements, instruments and
other documents as I have deemed relevant or necessary as the basis for the
opinions hereinafter expressed. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity with the original documents of all documents
submitted to me as copies. As to any facts material to this opinion, I have,
without independent investigation, relied on certificates of public officials
and certificates of officers or other representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion that:




CNE Group, Inc.
May 24, 2004
Page 2



      (a)   The Initial Shares have been validly issued and are fully paid and
            non-assessable;

      (b)   The shares of Common Stock issuable upon exercise of the Warrants
            have been duly authorized and reserved and, when delivered against
            payment therefor in accordance with the terms of the Warrants, will
            be legally issued, fully paid and non-assessable;

      (c)   The A Preferred Securities have been validly issued and are fully
            paid and non-assessable;

      (d)   The B Preferred Shares have been validly issued and are fully paid
            and non-assessable;

      (e)   The C Preferred Securities have been validly issued and are fully
            paid and non-assessable; and

      (f)   The AA Preferred Shares have been validly issued and are fully paid
            and non-assessable.

The opinions set forth herein are limited to the matters specifically addressed
herein (subject to all of the qualifications and limitations provided herein),
and no other opinions are expressed or may be implied or inferred. The foregoing
opinions are made as of the date hereof and are expressly subject to there being
no material change in the law and there being no additional facts which would
materially affect the validity of the assumptions and conclusions set forth
herein or upon which these opinions are based.

In rendering the foregoing opinion, my examination of matters of law has been
limited to the General Corporation Law of the State of Delaware.

I assume no obligation to advise you of any changes to this opinion that may
come to my attention after the date hereof. This opinion may not be relied upon
or furnished to any other person except the addressee hereof without my express
written consent.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to me under the caption "Legal Matters" in
the prospectus constituting part of the Registration Statement. In giving this
consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act, the rules and regulations of the
Commission promulgated under Section 7 of the Act or Item 509 of Regulation S-B
promulgated under the Act.

Very truly yours,


Barry Feiner