Exhibit 5.1


                       KRAMER LEVIN NAFTALIS & FRANKEL LLP
                                919 THIRD AVENUE
                           NEW YORK, N.Y. 10022 - 3852

                                                               47, Avenue Hoche
TEL (212) 715-9100                                                75008 Paris
FAX (212) 715-8000                                                  France


                                                     March 22, 2001


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

                        Registration Statement on Form S-3
                        ----------------------------------

Ladies and Gentlemen:

                  We have acted as counsel to Atlantic Technology Ventures,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
and filing of a registration statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") with
respect to the registration for resale under the Securities Act of 1933, as
amended (the "Act"), of 3,000,000 shares of the Company's common stock (the
"Shares") issuable by the Company pursuant to the common stock purchase
agreement dated March 16, 2001, between the Company and Fusion Capital Fund II,
LLC, the selling stockholder named in the Registration Statement (the "Purchase
Agreement").

                  In connection with the registration of the Shares, we have
reviewed such documents and records as we have deemed necessary to enable us to
express an opinion on the matters covered hereby. 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 those
copies; and (b) relied (i) on certificates of public officials and (ii) as to
matters of fact, on statements and certificates of officers and representatives
of the Company.

                  We are attorneys admitted to the Bar of the State of New York,
and we express no opinion as to the laws of any other jurisdiction other than
the laws of the United States of America and the General Corporation Law of the
State of Delaware.

                  Based upon the foregoing, we are of the opinion that the
Shares will, upon issuance in accordance with the Purchase Agreement for a
purchase price equal to or greater than the par value of $0.001, be validly
issued, fully paid and non-assessable.

                  The opinion expressed herein are based upon the laws in effect
on the date hereof, and we assume no obligation to revise or supplement this
opinion should any such law be changed by legislative action, judicial decision,
or otherwise.




Securities and Exchange Commission
March 22, 2001
Page 2


                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to use of our name under the heading "Legal
Matters" in the prospectus forming part of 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 Commission thereunder.

                                                     Very truly yours,