Exhibit 5.1       LEGAL OPINION


                       Sonnenblick, Parker & Selvers, P.C.
                               4400 Route 9 South
                           Freehold, New Jersey 07728


                                January 17, 2003


Surety Holdings Corp.
850 Fort Plains Road
Howell, New Jersey 07731

Re:   Surety Holdings Corp.
      Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to Surety  Holdings Corp. (the "Company") in connection
with the  preparation and filing by the Company with the Securities and Exchange
Commission  (the  "Commission")  of a  Registration  Statement  on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  with respect to the registration of 15,000 shares of common
stock,  par value $.001 per share,  of the Company  (the  "Shares") to be issued
pursuant to the Written Compensation contracts (the "Contracts").

In  rendering  the opinion set forth  below,  we have  examined and relied upon,
among  other  things,  (a) a  Registration  Statement,  (b)  Contracts  and  (c)
originals,  copies  or  specimens,  certified  or  otherwise  identified  to our
satisfaction, of such certificates, corporate and public records, agreements and
instruments and other documents as we have deemed appropriate as a basis for the
opinion expressed below. In such examination, we have assumed the genuineness of
all signatures,  the  authenticity of all documents,  agreements and instruments
submitted to us as originals,  the conformity to original documents,  agreements
and instruments of all documents,  agreements and instruments submitted to us as
copies of  specimens,  the  authenticity  of the  originals  of such  documents,
agreements  and  instruments  submitted  to us as copies or  specimens,  and the
accuracy of the matters set forth in the documents,  agreements and  instruments
we reviewed. As to any facts material to such opinion that were not known to us,
we have  relied  upon  statements  and  representations  of  officers  and other
representatives  of the Company.  Except as expressly set forth herein,  we have
not undertaken any independent  investigation  (including,  without  limitation,
conducting any review,  search or investigation of any public files,  records or
dockets) to determine the existence or absence of the facts that are material to
our opinion,  and no inference as to our knowledge  concerning such facts should
be drawn from our reliance on the  representation  of the Company in  connection
with the preparation and delivery of this letter.




We express no opinion  concerning  the laws of any  jurisdiction  other than the
laws of the State of New Jersey and the General  Corporation Law of the State of
Delaware. While we are not licensed to practice law in the State of Delaware, we
have reviewed  applicable  provisions of the Delaware General Corporation Law as
we have deemed appropriate in connection with the opinion expressed herein.

Based upon and subject to the foregoing,  we are of the opinion that the Shares,
when issued in accordance with the Contracts, will be validly issued, fully paid
and non-assessable.

We hereby  consent  to the  filing of this  opinion  letter as an exhibit to the
Registration  Statement,  without  admitting  that we are  "experts"  within the
meaning of the  Securities  Act or the rules and  regulations  of the Commission
issued  thereunder  with  respect  to any  part of the  Registration  Statement,
including this Exhibit.

                                         Very truly yours,

                                         /s/ SONNENBLICK, PARKER & SELVERS, PC