EXHIBIT 5.1
















                         OPINION OF KEVIN B. DUNN, ESQ.,
                     AS TO THE LEGALITY OF THE COMMON STOCK






                      [KEVIN B. DUNN LAW OFFICE LETTERHEAD]




                               November 26, 2001





Harp & Eagle, Ltd.
1234 North Astor Street
Milwaukee, Wisconsin 53202


Ladies and Gentlemen:

         I have acted as counsel to Harp & Eagle, Ltd., a Wisconsin corporation
("Company"), in connection with the proposed public offering by the Company of
1,000,000 shares of its common stock, par value $0.0001 per share ("Common
Stock"). In connection with such proposed public offering of Common Stock, the
Company has filed with the Securities and Exchange Commission a registration
statement ("Registration Statement") on Form SB-2 (File No. 333-55088), relating
to the registration of the Common Stock under the Securities Act of 1933, as
amended ("Securities Act"). Unless otherwise defined herein, capitalized terms
used in this opinion shall have the meanings set forth in the Registration
Statement.

         The law covered by the opinions expressed herein is limited to the
federal laws of the United States and the laws of the State of Wisconsin.

         In preparing the opinions expressed herein, I have examined the
Registration Statement, including the articles of incorporation of the Company
and the underwriting agreement ("Managing Placement Agent Agreement"), between
the Company and J.E. Liss & Company, Inc., the underwriter of the proposed
offering, in each case as filed as exhibits to the Registration Statement. I
have also examined originals or photostatic, certified or conformed copies of
all such agreements, documents, instruments, corporate records, certificates of
public officials, public records and certificates of officers of the Company as
I have deemed necessary or appropriate in the circumstances. In my examination,
I have assumed the authenticity and the proper execution and delivery of
original documents, the genuineness of signatures and the capacity of each party
executing a document to do so, and have relied upon factual representations made
to me by the Company (including the representations set forth in the Managing
Placement Agent Agreement).

         Based upon such examination and review, I am of the opinion that the
shares of Common Stock proposed to be sold by the Company as provided in the
Registration Statement have been duly authorized for issuance and, subject to
the Registration Statement becoming effective under the Securities Act and to
compliance with applicable state securities laws, such shares of Common Stock,
when sold and delivered in accordance with the provisions of the Managing
Placement Agent Agreement and as described in the Registration Statement, will
be legally and validly issued, fully paid and non-assessable, except to the
extent of liability, if any, imposed under Section 180.0622(2) of the Wisconsin
Business Corporations Law for employee wages for a period not exceeding six
months in the case of any employee.

         I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.

                                                            Very truly yours,




                                                            /s/ KEVIN B. DUNNE