Exhibit 5.1



                             DENNIS M. STERN, ESQ.
                                GENERAL COUNSEL
                         HOLMES PROTECTION GROUP, INC.
                                440 NINTH AVENUE
                            NEW YORK, NEW YORK 10001

                                                                 August 15, 1997



Holmes Protection Group, Inc.
440 Ninth Avenue
New York, New York  10001

          Re:      Registration Statement on Form S-3
                   ----------------------------------

Ladies and Gentlemen:

          You have requested our opinion, as counsel for Holmes Protection
Group, Inc., a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933 (the
"Act"). The Registration Statement relates to an offering by certain selling
stockholders named therein (the "Stockholders") from time to time of up to
4,442,975 shares (the "Shares") of common stock, par value $.01 per share, of
the Company (the "Common Stock"). Of such Shares, 1,055,413 shares are issuable
(the "Warrant Shares") upon the exercise of certain warrants (the "Warrants")
and 24,562 shares (the "Note Shares") are issuable upon the exercise of certain
convertible promissory notes (the "Notes").

          We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. We have
assumed that there will be no changes in applicable law between the date of this
opinion and the date the Shares proposed to be sold by the Stockholders pursuant
to the Registration Statement are actually sold. It is our opinion that (i) the
Warrant Shares have been duly authorized and, when issued and delivered upon
exercise of the Warrants in accordance with the terms of the Warrants, will be
validly issued, fully paid and non-assessable; (ii) the Note Shares have been
duly authorized and, when issued and delivered upon conversion of the Notes in
accordance with the terms of the Notes, will be validly issued, fully paid and
non-assessable; and (iii) the Shares (other than the Warrant Shares and the Note
Shares) have been duly authorized and validly issued and are fully-paid and
non-assessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                                     Very truly yours,


                                                     Dennis M. Stern