Exhibit 5
                      OPINION AND CONSENT OF LEGAL COUNSEL

                             The Business Law Group
                                Attorneys at Law
                          455 S. Orange Ave., Suite 500
                               Orlando, FL  32801

                                December 12, 2003

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 2003 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
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THE BUSINESS LAW GROUP

Consent:

We consent to the use of our opinion dated December 12, 2003, 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
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THE BUSINESS LAW GROUP