Exhibit 5.1

                     OPINION AND CONSENT OF LEGAL COUNSEL

                           THE SCOTT LAW FIRM, P.A.
                          940 NE 79th Street, Suite A
                                Miami, FL 33138

                                (305) 754-3603
                           Facsimile (305) 754-2668
                             wscott@wscottlaw.com

                                             March 21, 2007

Gentlemen:

      We have acted as special securities counsel to Invicta Group Inc. (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration
under the Securities Act of 1933, as amended, of the 8,500,000 underlying
shares of the Company's common stock, $0.0001 par value per share (the
"Shares") issuable pursuant to the Company's Fiscal 2005 Amended and Restated
Equity Compensation Plan (the "Plan"), attached as exhibit to the
Registration Statement for which this opinion is provided. As such, we have
examined the Registration Statement and such other documents of the Company
as we deemed appropriate under the circumstances.

      Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan, at a time when effective, and that there will be
full compliance with all applicable securities laws involved under the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated pursuant to said Acts, and
in those states in which the Shares may be sold, we are of the opinion that,
upon issuance of the Shares according to the Registration Statement and
receipt of the consideration to be paid for the Shares, the Shares will be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by the firm, once issued pursuant to the Agreement as
described in the Registration Statement.

     This opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our prior written consent. This opinion is
based on our knowledge of the law and facts as of the date hereof. We assume
no duty to communicate with the Company in respect to any matter, which comes
to our attention hereafter.

Very truly yours,

/s/ William S. Scott
William S. Scott

Consent:

We consent to the use of our opinion dated March 21, 2007, as an exhibit
to the Registration Statement of Invicta Group Inc., and to the reference to
our firm in the Registration Statement.

/s/ William S. Scott
William S. Scott
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