EXHIBIT 5.1

                      [LETTERHEAD OF KIRKLAND & ELLIS LLP]

To Call Writer Directly:
   (212) 446-4800

July 15, 2004

Town Sports International Holdings, Inc.
888 Seventh Avenue
New York, NY  10106

                  Re: Registration Statement on Form S-4

Ladies and Gentlemen:

                  We are issuing this opinion letter in our capacity as special
legal counsel to Town Sports International Holdings, Inc., a Delaware
corporation (the "Registrant"), in connection with the proposed registration by
the Issuer of $213,000,000 in aggregate principal amount at maturity of the
Issuer's 11% Senior Exchange Discount Notes due 2014 (the "Exchange Notes")
pursuant to a Registration Statement on Form S-4 filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). Such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement." The
Exchange Notes are to be issued pursuant to the Indenture (as amended and
supplemented from time to time, the "Indenture"), dated as of February 4, 2004
by and among the Issuer, the Guarantors and The Bank of New York, as trustee.
The Exchange Notes are to be issued in exchange for and in replacement of the
Issuer's 11% Senior Discount Notes due 2014 (the "Old Notes"), of which
$213,000,000 in aggregate principal amount at maturity is outstanding.

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Certificate of Incorporation and
Bylaws of the Registrant, (ii) minutes and records of the corporate proceedings
of the Registrant with respect to the issuance of the Exchange Notes, (iii) the
Indenture and (iv) the Registration Statement.

                  For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals
of all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant, and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrant.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrant and
others.



                  Our opinion expressed below is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or
effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principals of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.

                  Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are
of the opinion that when (a) the Registration Statement becomes effective, (b)
the Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (c) the Exchange Notes have been duly executed and authenticated in
accordance with the provisions of the Indenture and duly delivered to the
holders thereof in exchange for the Old Notes, the Exchange Notes will be
validly issued and binding obligations of the Registrant.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement. We also consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of the rules and
regulations of the Commission.

                  Our advice on every legal issue addressed in this letter is
based on exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.

                  This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein.



                  This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purposes; except, that persons who received
Exchange Notes in connection with the Registration Statement may also rely on
this opinion.

                                         Yours very truly,

                                         /s/ KIRKLAND & ELLIS LLP
                                         KIRKLAND & ELLIS LLP