EXHIBIT 5.1

                   (LETTERHEAD OF GOTTBETTER & PARTNERS, LLP)

January 20, 2005

A.B. Watley Group Inc.

         Re:      A.B. Watley Group Inc. (the "Company")
                  Registration Statement on Form SB-2

To Whom it May Concern:

         We have acted as US corporate and securities counsel for the Company in
connection with the preparation of Pre-Effective Amendment No. 1 to the
Registration Statement on Form SB-2 (the "Registration Statement") to be filed
by the Company, with the Securities and Exchange Commission (the "Commission"),
on or about January 24, 2005, in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 30,398,337 shares (the
"Shares") of the Company's common stock, of which 11,215,909 shares are
presently issued and outstanding (the "Outstanding Shares"), all of which
30,398,337 shares will be sold by certain selling security holders (the "Selling
Security Holders").

         In rendering this opinion, we have examined the following:

            o     the Registration Statement, together with the Exhibits filed
                  as a part thereof or incorporated therein by reference;

            o     the Company's charter documents as amended to date;

            o     the minutes of meetings and actions by written consent of the
                  stockholders and Board of Directors that are contained in the
                  Company's minute books; and

            o     such other documents, instruments, certificates and corporate
                  records, and such statutes, decisions, and issues of law as we
                  have deemed necessary or appropriate.

         Based upon the foregoing, it is our opinion that (i) the Outstanding
Shares to be sold or distributed by the Selling Security Holders pursuant to the
Registration Statement are validly issued, fully paid and non-assessable; and
(ii) the other Shares to be sold by the Selling Security Holders when issued or
sold in the manner described in the Registration Statement will be 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, if any, in the
Registration Statement and any amendments thereto. This opinion speaks only as
of its date and we assume no obligation to update this opinion should
circumstances change after the date hereof. This opinion is intended solely for
use in connection with the issuance and sale of shares subject to the
Registration Statement and is not to be relied upon for any other purpose.

Very truly yours,

/s/ GOTTBETTER & PARTNERS, LLP