Gottbetter & Partners, LLP
                               488 Madison Avenue
                            New York, New York 10022

February 10, 2005

To Board of Directors
Optionable, Inc.

Re:      Optionable, Inc.
         Registration Statement on Form SB-2 (File No. 333-121543)

Gentlemen:

We have acted as special counsel to Optionable, Inc. (the "Company") in
connection with the issuance or proposed issuance of 31,431,026 shares of the
Company's common stock (the "Common Stock"). The resale of the Common Stock is
being registered on a Registration Statement on Form SB-2 (the "Registration
Statement").

You have requested our opinion as to the matters set forth below in connection
with the issuance or proposed issuance of the Common Stock. For purposes of
rendering this opinion, we are familiar with the Registration Statement, and we
have examined the Company's Certificate of Incorporation, as amended to date,
the Company's Bylaws, as amended to date, and corporate actions of the Company
that provide for the issuances of the Common Stock. We have also examined such
other documents, certificates, instruments and corporate records, and such
statutes, decisions and questions of law as we have deemed necessary or
appropriate for the purpose of this opinion. We have examined and relied upon
certificates of public officials and, as to certain matters of fact that are
material to our opinion, we have also relied on statements of an officer of the
Company. In rendering our opinion, we also have made the assumptions that are
customary in opinion letters of this kind. We have not verified any of those
assumptions.

Based upon and subject to the foregoing, it is our opinion that the shares of
Common Stock to be sold pursuant to the Registration Statement by the selling
stockholders named therein, were and are duly authorized for issuance by the
Company and, when issued and sold in the manner described in the Registration
Statement, 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 and to the use of our name in the Prospectus constituting
a part thereof. In giving our consent we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations thereunder.

Very truly your,

/s/ Gottbetter & Partners, LLP

Gottbetter & Partners, LLP