Exhibit 5.1



                                February 12, 2001

Avenue Entertainment Group, Inc.
11111 Santa Monica Blvd.
Los Angeles, California 90025

         Re:  Registration  Statement  No.  333-54792  on Form  S-3  for  Avenue
              Entertainment Group, Inc.

Dear Ladies and Gentlemen:

        We have acted as special outside counsel to Avenue  Entertainment Group,
Inc. (the  "Company")  in  connection  with the  preparation  of a  Registration
Statement on Form S-3 (the "Registration Statement"),  filed by the Company with
the Securities and Exchange  Commission (the  "Commission")  on February 1, 2001
under the  Securities  Act of 1933,  as amended  (the "Act").  The  Registration
Statement relates to the resale to the public that may be made from time to time
of up to 2,980,192  shares of Common  Stock,  par value $.001 per share,  of the
Company ("the Offered Shares").

        This Opinion is being delivered in accordance  with the  requirements of
item 601(b)(5) of Regulations S-B under the Act.

        In rendering  this Opinion,  we have examined and relied upon (i) a copy
of the Registration Statement,  (ii) a Certificate of Good Standing with respect
to the Company  issued by the Secretary of State of the State of Delaware  dated
as of January 30, 2001, and (iii) originals, or copies of originals certified to
our  satisfaction,  of  such  agreements,   documents,  certificates  and  other
statements of governmental officials and other instruments as to such matters of
fact, as we have considered  relevant and necessary as a basis for this Opinion.
We have also  examined  (i) an Agreement  and Plan of Merger dated  November 21,
2000 by and among the Company, LCA Acquisition  Subsidiary,  Inc., LCA Inc., and
Double Bay Entertainment,  Inc. and the amendment thereto dated January 8, 2001;
(ii) Subscription Agreement dated November 15, 2000 between Robison Enterprises,
Inc. and the Company and the  amendments  thereto dated  January 8, 2001;  (iii)
Warrant to purchase 600,000 shares of common stock of the Company dated November
15,  2000  issued to Robison  Enterprises,  Inc.,  and (iv)  Warrant to purchase
500,000  shares of common  stock of the Company  dated August 10, 1999 issued to
Michael Hammer (together the "Agreements").



        We have assumed the  authenticity  of all  documents  submitted to us as
originals, the genuineness of all signatures,  the legal capacity of all natural
persons and the  conformity  with the original  documents of any copies  thereof
submitted to us for examination.

        Based on and subject to the  foregoing  and to the other  qualifications
and limitations set forth herein,  we are of the opinion that the Offered Shares
have been duly  authorized  by the  Company,  and when issued by the Company and
paid  for by the  selling  shareholders  to whom  such  shares  are  issued,  in
accordance with the terms of the Agreements,  the Offered Shares will be validly
issued, fully paid and non assessable.

        We hereby  consent  to the  filing of this  Opinion as an exhibit to the
Registration  Statement and to all references to this firm, if any,  included in
or made a 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,




                                            Arnold Porter