Exhibit 5.1

[KOHRMAN
 JACKSON &
 KRANTZ PLL
 LETTERHEAD]

                July 2, 2004

                Ceres Group, Inc.
                17800 Royalton Road
                Cleveland, OH  44136


                Re:  Registration Statement on Form S-8 Of Ceres Group, Inc.


                Ladies and Gentlemen:

                Ceres Group, Inc., a Delaware corporation (the "Company"), is
                filing with the Securities and Exchange Commission its
                Registration Statement on Form S-8 (the "Registration
                Statement") under the Securities Act of 1933, as amended (the
                "Act"). The Registration Statement relates to the offering and
                sale by the Company of up to an additional 1.0 million shares
                (the "Shares") of the Company's common stock, par value of
                $0.001 per share (the "Common Stock"), pursuant to stock grants,
                restricted stock grants and options (collectively, "Share
                Grants") granted or to be granted under the Ceres Group, Inc.
                1998 Key Employee Share Incentive Plan as amended June 12, 2001
                and May 19, 2004 (the "Plan"). We have acted as counsel to the
                Company in connection with the preparation and filing of the
                Registration Statement. Capitalized terms used in this opinion
                letter and not otherwise defined have the meanings attributed to
                them in the Registration Statement.

                    In connection with this opinion letter, we have examined and
                relied upon the original or a copy, certified to our
                satisfaction, of (i) the Certificate of Incorporation and the
                Bylaws, as amended, of the Company; (ii) resolutions of the
                Board of Directors of the Company authorizing the Plan, Share
                Grants under the Plan and related matters; (iii) minutes of the
                annual meeting of stockholders of the Company approving the
                Plan; (iv) the Plan; and (v) such other documents and
                instruments as we have deemed necessary for providing this
                opinion letter.

                    We have assumed the genuineness of all signatures, the
                authenticity of all documents submitted to us as originals and
                the conformity to original documents of all documents submitted
                to us as certified or photostatic copies. We have made such
                investigations of law as we deem appropriate as a basis for
                rendering the opinions expressed below, and as to various
                questions of fact material to the opinions, we have





[KOHRMAN
 JACKSON &
 KRANTZ PLL
 LETTERHEAD]

                relied, to the extent we deem appropriate, upon representations
                or certificates of officers or directors of the Company and upon
                documents, records and instruments furnished to us by the
                Company, without independently verifying the accuracy of such
                documents, records and instruments.

                    Based upon the foregoing examination, we are of the opinion
                that (i) the Company presently has at least 1.0 million
                authorized and unissued shares of Common Stock from which the
                1.0 million Shares proposed to be sold pursuant to Share Grants
                under the Plan may be issued, and (ii) assuming (a) the Company
                maintains an adequate number of authorized but unissued shares
                of Common Stock available for issuance to those persons who
                receive Share Grants in accordance with the Plan and (b) the
                Shares are duly delivered against payment therefore in
                accordance with the terms of the Plan, the Shares issued
                pursuant to Share Grants in accordance with the Plan will be
                validly issued, fully paid and non-assessable.

                    We express no opinion other than as to the Federal law of
                the United States and the General Corporation Law of the State
                of Delaware.

                    We hereby consent to the filing of this opinion as an
                exhibit to the Registration Statement. In giving such consent,
                we do not admit that we come within the category of persons
                whose consent is required by Section 7 of the Act or the rules
                and regulations of the Securities and Exchange Commission
                thereunder.


                KOHRMAN JACKSON & KRANTZ P.L.L.

                /s/ KOHRMAN JACKSON & KRANTZ P.L.L.

                By Christopher J. Hubbert, a partner


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