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                                                                   EXHIBIT 5.1

                    [LETTERHEAD:PERKINS, SMITH & COHEN, LLP]


                                                              May 1, 1998

Panther Resources Ltd.
211-1111 West Hastings Street
Vancouver, B.C.  V6E 2J3
Canada

Dear Ladies and Gentlemen:

         In connection with the proposed issuance and sale by Panther Resources,
Ltd., a Nevada corporation (the "Corporation"), pursuant to the Panther
Resources, Ltd. 1998 Stock Incentive Plan (the "Plan") of up to 3,000,000
additional shares of its authorized but unissued common stock, par value $0.001
per share (the "Stock"), we have examined, among other things, the following
documents with respect to the Corporation: (i) the Registration Statement on
Form S-8, including the prospectus, which is to be filed under the Securities
Act of 1933 (the "Registration Statement"), (ii) the proposed vote of the Board
of Directors adopting the Plan and authorizing the issuance and sale of the
Stock pursuant to the Plan, (iii) the Articles of Organization, including
amendments thereto, and the Bylaws of the Corporation, each as certified as true
and complete by the Secretary of the Corporation, and (iv) the Plan.

         We are of the opinion that when the Board of Directors of the
Corporation shall have duly authorized the issuance and sale of the Stock
pursuant to the Plan, and the Stock shall have been received by the grantees in
accordance with the Plan, and the Corporation shall have received the requisite
consideration, the Stock will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement as presently to be filed or thereafter amended, and to
the use of our name under the caption "Legal Opinions" in any prospectus
included in the Registration Statement. In giving this consent we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission.

                                             Very truly yours,
                                             Perkins, Smith & Cohen, LLP



                                             by: /s/ Kenneth A. Korb
                                                ------------------------------
                                                Kenneth A. Korb, a partner