1

                                                                   EXHIBIT 5.1
                            DEMPSEY & JOHNSON, P.C.
                       1925 CENTURY PARK EAST, SUITE 2350
                       LOS ANGELES, CALIFORNIA 90067-2724

                           TELEPHONE:  (310) 551-2300
                           FACSIMILE: (310) 556-2021

Of Counsel:  MICHAEL A. CROSS                   Direct Dial No. (310) 551-2345 
                                March 6, 1996

The Producers Entertainment Group Ltd.
9150 Wilshire Boulevard
Suite 205
Beverly Hills, California 90212

                 Re:      REGISTRATION STATEMENT ON FORM S-3

Gentlemen:

                 We have acted as counsel to The Producers Entertainment Group
Ltd., a Delaware corporation (the "Company"), with respect to certain matters
relating to the registration statement on Form S-3 (the "Registration
Statement"), and amendments thereto, filed with the Securities and Exchange
Commission for the purpose of registering for sale under the Securities Act of
1933, as amended, 125,000 shares of Company Common Stock to be owned by one Joe
Cayre.

                 Based on our review of the Restated Certificate of
Incorporation of the Company, the By-Laws of the Company, the minutes of
meetings of the Board of Directors and of the stockholders of the Company and
written consents in lieu of such meetings, the stock ledger of the Company and
such other documents and records as we have deemed necessary and appropriate,
we are of the opinion that the Common Stock has been duly authorized and
validly issued and is fully paid and nonassessable.

                 We consent  to the filing of this opinion as an exhibit to the
Registration Statement including the amendments thereto and to the reference to
us under the caption "Legal Matters" in the prospectus which is part of the
Registration Statement.

                                           Very truly yours,

                                      /s/  DEMPSEY, & JOHNSON

                                           DEMPSEY, & JOHNSON, P.C.
MDD/srs