EXHIBIT 5.1
 
 
                [LETTERHEAD OF SMITH, KATZENSTEIN & FURLOW LLP]
 
 
                                                              December 29, 1997
 
New England Investment Companies, L.P.
399 Boylston Street
Boston, MA 02116
 
Ladies and Gentlemen:
 
  This opinion is furnished to you in connection with a registration statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 7,747,499 units representing limited partner
interests ("NEIC LP Units") in New England Investment Companies, L.P.
("NEIC"). The NEIC LP Units are to be issued to officers, employees and other
key persons of NEIC, NEIC Operating Partnership, L.P. ("NEICOP"), or
subsidiaries thereof pursuant to (i) the 1993 Equity Incentive Plan of NEIC
and NEICOP as amended through December 29, 1997 (the "1993 Plan"), and (ii)
the 1997 Equity Incentive Plan of NEIC and NEICOP, as amended and restated
through December 29, 1997 (the "1997 Plan"), and, together with the 1993 Plan,
(the "Plans").
 
  We have acted as Delaware counsel for NEIC in connection with the
anticipated issuance of the NEIC LP Units pursuant to the Plans. For purposes
of our opinion, we have examined and relied upon the Plans in the form
provided to us by counsel for NEIC and such other documents, records,
certificates and other instruments as we have deemed necessary.
 
  We express no opinion as to the applicability of, compliance with or effect
of federal law or the law of any jurisdiction other than the State of
Delaware. We have assumed that New England Investment Companies, Inc., a
Massachusetts corporation and the general partner of NEIC ("NEIC, Inc."), is a
corporation duly incorporated, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts and that NEIC, Inc. has taken all
corporate action necessary under Massachusetts law to authorize the adoption
of the Plans by NEIC and the performance by NEIC of its obligations under or
in connection with the Plans, including the issuance of the NEIC LP Units
pursuant to the Plans.
 
  Based upon the foregoing, we are of the opinion that the NEIC LP Units to be
issued by NEIC pursuant to the Plans have been duly authorized and, when
issued in accordance with the Plans, will be valid limited partnership units
in NEIC and the holders thereof will have no liability for any additional
contributions of capital to NEIC with respect to such limited partnership
units in NEIC other than as contemplated by the Plans.
 
  We hereby consent to the filing of this opinion as part of the Registration
Statement.
 
 
                                          Very truly yours,
 
                                          Smith, Katzenstein & Furlow LLP
 
                                                   /s/ Stephen M. Miller
                                          By___________________________________
                                                     Stephen M. Miller