EXHIBIT 5.1

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 450 PARK AVENUE
                          NEW YORK, NEW YORK 10022-2605
                                  212 838 1177
                                FAX 212 838 9190

                                October 14, 1999

Helmstar Group, Inc.
2 World Trade Center, Suite 2112
New York, New York 10048

                     Re: Registration Statement on Form S-8
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Dear Sirs:

         We  have  acted  as  counsel  to  Helmstar  Group,   Inc.,  a  Delaware
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
registration  statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933,  as amended  (the  "Act"),  to register  the offering by the Company of
shares of Common Stock,  par value $.10 per share (the "Shares"),  issuable upon
exercise of options granted under the Company's 1990 Incentive Compensation Plan
and to be granted under the Company's 1999 Stock Option Plan (collectively,  the
"Plans").

         In  this  regard,   we  have  reviewed  the  Restated   Certificate  of
Incorporation of the Company,  as amended,  resolutions adopted by the Company's
Board of Directors,  the Plans, the form of Option Agreements granted thereunder
(the  "Option  Agreements"),  and such other  records,  documents,  statutes and
decisions as we have deemed relevant in rendering this opinion.

         Based  upon  the  foregoing,  we are of the  opinion  that  the  Shares
issuable upon exercise of the options  granted and to be granted under the Plans
have been duly and validly authorized for issuance and when issued and delivered
as contemplated by such Plans and the Option  Agreements will be legally issued,
fully paid and non-assessable.

         We hereby  consent to the use of this  opinion  as  Exhibit  5.1 to the
Registration  Statement.  In giving this opinion, we do not hereby admit that we
are acting  within the  category  of persons  whose  consent is  required  under
Section 7 of the Act or the rules and regulations of the SEC thereunder.

                                  Very truly yours,

                                  /s/ Morse, Zelnick, Rose & Lander, LLP
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                                  Morse, Zelnick, Rose & Lander, LLP