Exhibit 5.1 - Opinion re legality of the common stock being registered

                             EATON & VAN WINKLE LLP
                             3 Park Ave, 16th Floor
                            New York, New York 10016

                                                                 August 17, 2006

Newton Lane Marketing, Incorporated
33 Newton Lane
East Hampton, New York 11937

            Re:   Registration Statement on Form SB-2

Gentlemen:

      We have acted as counsel to Newtown Lane Marketing, Incorporated, a
Delaware corporation (the "Company"), in connection with the filing of an
amended Registration Statement on Form SB-2/A (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of
2,234,984 shares (the "Shares") of the Company's $.001 par value per share
common stock (the "Common Stock"). Of the Shares, 1,600,000 shares are being
offered by the Company in a direct offering (the "Company Shares") and 634,984
shares are being offered by selling stockholders of the Company (the "Selling
Stockholder Shares").

      In our capacity as counsel, we are familiar with the proceedings taken by
the Company in connection with the authorization, issuance and sale of the
Shares. In addition, in connection with the registration of the foregoing
securities, we have reviewed such documents and records as we have deemed
necessary to enable us to express an opinion on the matters covered hereby,
including, but not limited to, certain agreements relating to the authorization,
issuance, registration and sale of such securities and copies of resolutions of
the Company's Board of Directors authorizing the issuance of such securities and
their registration pursuant to the Registration Statement.

      In rendering this opinion, we have (a) assumed (i) the genuineness of all
signatures on all documents examined by us, (ii) the authenticity of all
documents submitted to us as originals, and (iii) the conformity to original
documents of all documents submitted to us as photostatic or conformed copies
and the authenticity of the originals of such copies; and (b) relied on (i)
certificates of public officials and (ii) as to matters of fact, statements and
certificates of officers and representatives of the Company.

      Based upon the foregoing, we are of the opinion that the Selling
Stockholder Shares have been validly issued and are fully paid and
non-assessable and that the Company Shares will be validly issued, fully paid
and non-assessable upon payment therefore in accordance with the applicable
placement agency agreement approved by the Company's Board of Directors.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.

      Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above. The foregoing opinions
relate only to matters of the internal law of the State of Delaware, including


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the case law of the State of Delaware, without reference to conflict of laws and
to matters of federal law, and we do not purport to express any opinion on the
laws of any other jurisdiction.

      The opinion expressed herein may be relied upon by the Company in
connection with the registration of the Shares, as contemplated by, and in
conformity with, the Registration Statement. The opinion expressed herein may
also be relied upon by those investing in or purchasing the Shares.

      We express no opinion as to compliance with the securities or "blue sky"
laws of any state or country in which the Shares are proposed to be offered and
sold.

                                                     Very truly yours,


                                                     /s/ Eaton & Van Winkle LLP


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