Exhibit 5
                      OPINION AND CONSENT OF LEGAL COUNSEL

                             The Business Law Group
                                Attorneys at Law
                         255 S. Orange Ave., Suite 1201
                                Orlando, FL 32801

                                October 22, 2004

The  Board  of  Directors
Invicta  Group  Inc.

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 5,000,000 underlying shares of
the  Company's  common stock, $0.001 par value per share (the "Shares") issuable
pursuant  to  the Company's Amended and Restated Fiscal 2004 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/  THE  BUSINESS  LAW  GROUP

Consent:

     We  consent to the use of our opinion dated October 22, 2004, as an exhibit
to the Registration Statement of Invicta Group Inc., and to the reference to our
firm  in  the  Registration  Statement.


/s/  THE  BUSINESS  LAW  GROUP