Exhibit 5.1

            Form of Opinion of Milbank, Tweed, Hadley & McCloy LLP



                           October 5, 2000

PNY Technologies, Inc.
299 Webro Road
Parsippany, NJ 07054

Ladies and Gentlemen:

     We have examined the registration statement on Form S-1 filed by you with
the Securities and Exchange Commission on August 23, 2000 (Registration No. 333-
44376) and Amendment No. 1 thereto (as so amended, the "Registration
Statement"), in connection with the public offering of 10,235,000 shares
(including the underwriters' over-allotment options) of common stock, par value
$0.01 per share, of PNY Technologies, Inc. The shares are to be sold to the
underwriters for resale to the public as described in the Registration Statement
and pursuant to the Underwriting Agreement in the form to be filed as Exhibit
1.1 to the Registration Statement. As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in connection
with said sale and issuance of the shares.

     Based on these examinations, it is our opinion that upon the completion of
the proceedings being taken, or which we, as your special counsel, contemplate
will be taken prior to the issuance of the shares, the shares when issued and
sold in the manner referred to in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.

     The foregoing opinion is limited to matters involving the Federal laws of
the United States of America and the General Corporation Law of the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder for the purposes of any part of the Registration
Statement.


                                   Very truly yours,

                                   /s/ MILBANK, TWEED, HADLEY, & MCCLOY LLP

                                    Milbank, Tweed, Hadley & McCloy LLP
ABP/MLW