EXHIBIT 5.1 

              [LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP] 
                                                                March 27, 1997 
EMERGING GROWTH ACQUISITION CORPORATION I 
660 Steamboat Road 
Greenwich, Connecticut 06830 
Gentlemen: 

   You have requested our opinion, as counsel for Emerging Growth Acquisition 
Corporation I, a Delaware corporation (the "Company"), in connection with the 
registration statement on Form SB-2 (File No. 333-15637), as amended (the 
"Registration Statement"), under the Securities Act of 1933, as amended (the 
"Act"), filed by the Company with the Securities and Exchange Commission (the 
"SEC"). 
    

   The Registration Statement relates to the initial public offering by the 
Company of up to 166,332 shares (the "Shares") of common stock, $.001 par 
value per share (the "Common Stock"), of the Company. 

   We have examined such instruments, documents, records and certificates 
which we deemed relevant and necessary for the basis of our opinion 
hereinafter expressed. In the course of our examination, we have assumed the 
following: (i) authenticity of all documents submitted to us as original 
documents and the genuineness of all signatures, (ii) the authority of all 
signatories to sign on behalf of their principals, if any, (iii) the 
conformity to original documents of all documents submitted to us as 
certified or photostatic copies and (iv) the truth, accuracy and completeness 
of the information, representations and warranties contained in the 
instruments, documents, records and certificates we have reviewed. As to 
certain factual matters, we have relied upon information furnished to us by 
officers of the Company. 

   Based on the foregoing examination and solely in reliance thereon, we are 
of the opinion that the Shares of Common Stock to be issued and sold by the 
Company have been duly authorized and, when issued and paid for as 
contemplated by such Registration Statement, will be validly issued, fully 
paid and non-assessable. 

   As you know, we are not licensed to practice law in the State of Delaware, 
and our opinion in the foregoing paragraph as to Delaware law is based solely 
on review of the official compilation of the Delaware General Corporation 
Law. 

   We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the use of our name wherever it appears in said 
Registration Statement, including the Prospectus constituting a part thereof, 
as originally filed or as subsequently amended or supplemented. In giving 
such consent, we do not consider that we are "experts", within the meaning of 
such term as used in the Act or the rules and regulations of the SEC issued 
thereunder, with respect to any part of the Registration Statement, including 
this opinion as an exhibit or otherwise. 

   
                                    Very truly yours, 


                                    /s/ Orrick, Herrington & Sutcliffe LLP 
                                    --------------------------------------- 
                                    ORRICK, HERRINGTON & SUTCLIFFE LLP