Exhibit 5.1


                                  July 29, 2005

Stone Arcade Acquisition Corporation
c/o Stone-Kaplan Investments, LLC
One Northfield Plaza, Suite 480
Northfield, IL 60093

Ladies and Gentlemen:

      Reference is made to the Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and Exchange Commission by
Stone Arcade Acquisition Corporation, a Delaware corporation (the "Company"),
under the Securities Act of 1933, as amended (the "Act"), covering an
underwritten public offering of (i) 23,000,000 Units, with each Unit consisting
of one share of the Company's common stock, par value $.0001 per share (the
"Common Stock"), and two warrants, each warrant to purchase one share of the
Company's Common Stock (the "Warrants"), (ii) up to 3,000,000 Units (the
"Over-Allotment Units") for which the underwriters have been granted an
over-allotment option, (iii) up to 1,000,000 Units (the "Purchase Option Units")
which Morgan Joseph & Co. acting as representative of the underwriters will have
the right to purchase (the "Purchase Option") for its own account or that of its
designees, (iv) all shares of Common Stock and all Warrants issued as part of
the Units, Over-Allotment Units and the Purchase Option Units and (v) all shares
of Common Stock issuable upon exercise of the Warrants included in the Units,
Over-Allotment Units and Purchase Option Units.

      We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers of the Company.

      Based upon the foregoing, we are of the opinion that the Units, the
Over-Allotment Units, the Purchase Option Units, the Warrants and the Common
Stock to

Stone Arcade Acquisition Corporation
July 26, 2005
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be sold to the underwriters, when issued and sold in accordance with and in the
manner described in the Underwriting section of the Registration Statement, will
be duly authorized, validly issued, fully paid and non-assessable.

      We are opining solely on all applicable statutory provisions of Delaware
corporate law, including the rules and regulations underlying those provisions,
all applicable provisions of the Delaware Constitution and all applicable
judicial and regulatory determinations.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.

                                    Very truly yours,


                                    /s/ Loeb & Loeb LLP


                                    Loeb & Loeb LLP