EXHIBIT 5.1

                      SICHENZIA ROSS FRIEDMAN FERENCE LLP
                     1065 Avenue of the Americas, 21st Flr.
                               New York, NY 10018

                            Telephone: (212) 930-9700
                            Facsimile: (212) 930-9725

                                  May 27, 2004

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

RE:  INVICTA GROUP INC.
     FORM SB-2 REGISTRATION STATEMENT (FILE NO. 333-_______)
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Ladies  and  Gentlemen:

     We  refer  to  the above-captioned registration statement on Form SB-2 (the
"Registration  Statement")  under  the  Securities  Act of 1933, as amended (the
"Act"),  filed by Invicta Group Inc., a Nevada corporation (the "Company"), with
the  Securities  and  Exchange  Commission.

     We  have  examined  the  originals,  photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the Company
and  public  officials,  and  other  documents  as  we  have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we  have  assumed  the  genuineness  of  all signatures, the authenticity of all
documents  submitted  to  us  as  certified  copies  or  photocopies  and  the
authenticity  of  the  originals  of  such  latter  documents.

     Based  on  our  examination mentioned above, we are of the opinion that the
securities  being  sold  pursuant to the Registration Statement, including up to
65,750,000  shares  of  common stock underlying convertible debentures and up to
3,000,000 shares of common stock underlying common stock purchase warrants,  are
duly  authorized  and  will  be,  when  issued  in  the  manner described in the
Registration  Statement,  legally  and  validly  issued,  fully  paid  and
non-assessable.

     We  hereby  consent  to  the  filing  of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the  related Prospectus. In giving the foregoing consent, we do not hereby 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.



/s/  Sichenzia  Ross  Friedman  Ference  LLP
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Sichenzia  Ross  Friedman  Ference  LLP