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


                                          July 19, 2002


Atlantic Technology Ventures, Inc.
350 Fifth Avenue
Suite 5507
New York, New York 10118

                  Post-Effective Amendment No. 1 to
                  Registration Statement on Form SB-2
                  -----------------------------------

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 Post-Effective Amendment No. 1 to the Registration Statement on Form
SB-2 (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 an additional 833,331 shares
of the Company's common stock, par value $.001 per share (the "Shares"), issued
by the Company to Joseph Stevens & Company, Inc., the placement agent under the
placement agent agreement dated as of November 6, 2001, between the Company and
Joseph Stevens, for services rendered relating to a private placement of shares
of the Company's common stock.

            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 such
copies; and (b) relied (i) on 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 Shares
will, when sold, be validly issued, fully paid and non-assessable.

            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 Commission thereunder.

                                    Very truly yours,


                                    /s/ Kramer Levin Naftalis & Frankel LLP