EXHIBIT 5.1

                                 August 10, 1998


The Board of Directors
IT Partners, Inc.
9881 Broken Land Parkway, Suite 102
Columbia, Maryland 21046


     RE:  REGISTRATION STATEMENT ON FORM S-1

Gentlemen:

     We have acted as counsel to IT Partners,  Inc., a Delaware corporation (the
"Company"),  with respect to the  Company's  Registration  Statement on Form S-1
(the   "Registration   Statement")   filed  with  the  Securities  and  Exchange
Commission,  in connection  with the  registration  under the  Securities Act of
1933,  as amended  (the  "Securities  Act"),  of up to  6,900,000  shares of the
Company's common stock, par value $.01 per share ("Common Shares"). This opinion
letter  is  furnished  to you at your  request  to  enable  you to  fulfill  the
requirements  of  Item  601(b)(5)  of  Regulation   S-K,  17  C.F.R.   (section)
229.601(b)(5), in connection with the Registration Statement.

     As counsel to the Company,  we have examined the Company's  Certificate  of
Incorporation,  as  amended  (the  "Certificates"),  and such  Company  records,
certificates and other documents and relevant statutes,  regulations,  published
rulings and such questions of law as we considered  necessary or appropriate for
the purpose of this opinion.

     In our examination, we have assumed the authenticity of original documents,
the accuracy of copies and the  genuineness of  signatures.  We have relied upon
the representations and statements of officers and other  representatives of the
Company  with  respect  to  the  factual  determinations  underlying  the  legal
conclusions set forth herein. We have not attempted to verify independently such
representations and statements.

     This  opinion  letter is based as to matters  of law solely on the  General
Corporation Law of the State of Delaware as currently in effect,  and we express
no  opinion  herein  as to  any  other  laws,  statutes,  ordinances,  rules  or
regulations.

     Based  upon,  subject  to  the  limited  by the  foregoing  and  the  other
qualifications  herein,  we are of  the  opinion  that,  when  the  Registration
Statement  has become  effective  under the  Securities  Act,  upon issuance and
delivery of such Common Shares against payment of valid  consideration  therefor
as  contemplated  by the  Registration  Statement,  such  Common  Shares will be
validly issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to all  references  to our firm in the  Registration
Statement.  In giving  this  consent,  we do not admit  that we come  within the
category of persons whose consent is required  under Section 7 of the Securities
Act or the rules promulgated thereunder.

     This  opinion is rendered  solely for your benefit in  connection  with the
transactions  described  above  upon the  understanding  that we are not  hereby
assuming any professional responsibility to any other person. Except as provided
in the  preceding  paragraph,  this  opinion may not be relied upon by any other
person  and  this  opinion  may not be used,  disclosed,  quoted,  filed  with a
governmental  agency or otherwise  referred to without our express prior written
consent.  The  opinions  expressed  in this  letter are  limited to the  matters
expressly set forth herein,  and no other opinions should be inferred beyond the
matters expressly stated herein.

                                        Very truly yours,

                                        /s/ SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
                                        ----------------------------------------
                                            SWIDLER BERLIN SHEREFF FRIEDMAN, LLP