ZUKERMAN GORE & BRANDEIS, LLP
                                900 THIRD AVENUE
                               NEW YORK, NY 10022
                                 (212) 223-6700


                                                                 EXHIBIT 5.1
                                                       June, 9 1998

Board of Directors
Projectavision, Inc.
Two Penn Plaza
Suite 640
New York, NY 10121

                         Re:       Projectavision, Inc.;
                                   Registration Statement on Form S-3; 
                                   Registration No. 333-47303
                                   -----------------------------------

Gentlemen:

         We have acted as counsel for Projectavision, Inc., a Delaware
corporation (the "Company") in connection with the preparation and filing by the
Company of a registration statement on Form S-3, and the prospectus that forms a
part thereof (the "Registration Statement" and "Prospectus," respectively) under
the Securities Act of 1933, as amended, relating to the offering by certain
stockholders of the Company (collectively, the "Selling Stockholders") of an
aggregate of 26,030,000 shares of the Company's common stock, par value $.001 
per share (the "Common Stock").

         We have examined the Certificate of Incorporation and the By Laws of
the Company, the minutes of the various meetings and comments of the Board of
Directors of the Company, originals or copies of such records of the Company and
where applicable, agreements, certificates of public officials, certificates of
officers and representatives of the Company, and others, and such other
documents, certificates, records, authorizations, proceedings, statutes and
judicial decisions as we have deemed necessary to form the basis of the opinion
expressed below. In such examination, we have assumed the genuiness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies thereof
as to various questions of
    

   
fact material to such opinion, we have relied upon statements and certificates
of officers and representatives of the Company and its predecessor-in-interest
and others.

         Based on the foregoing, we are of the opinion that:

         1. All shares of Common Stock have been duly authorized and, when
issued and sold in accordance with the Prospectus, will be validly issued, fully
paid and nonassessable.

         2. The shares of Common Stock issuable upon exercise of the Warrants or
the options and upon the conversion of the Series F Preferred Stock and Series G
Preferred Stock have been duly authorized, and when issued in accordance with
its terms, will be validly issued, fully paid and nonassessable.

         We hereby consent to be named in the Prospectus as attorneys who have
passed upon the validity of the shares of Common Stock for the Company under the
caption "Legal Matters."

         We further consent to your filing a copy of this opinion as an exhibit
to the Prospectus.

                                             Very truly yours,



                                             /s/ Zukerman Gore & Brandeis, LLP
                                             ----------------------------------
                                             ZUKERMAN GORE & BRANDEIS, LLP

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