EXHIBIT 5

                         OPINION AND CONSENT OF COUNSEL

November 3, 2004

Scores Holding Company Inc.
533-535 West 27th Street
New York, NY 10001

Gentlemen:

      We have examined the registration statement on Form S-8 of Scores Holding
Company, Inc., a Utah corporation (the "Registrant"), to be filed with the
Securities and Exchange Commission (the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of 1,000,000
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"). As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the issuance and sale of the Common Stock.

      We are of the opinion that the shares of Common Stock, when issued and
sold in the manner described in the Registration Statement, will be legally and
validly issued, fully-paid and non- assessable.

      We consent to the use of this opinion as an exhibit to the registration
statement and further consent to all references to us in the registration
statement and any amendments thereto.

Very truly yours,

GOTTBETTER & PARTNERS, LLP

/s/ Gottbetter & Partners, LLP

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