EXHIBIT 5.1

                     LETTERHEAD OF COHNE, RAPPAPORT & SEGAL


May 18, 2005

Park City Group, Inc.
333 Main Street
Park City, UT 84060

         Re:      Park City Group, Inc.
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as special counsel to Park City Group, Inc., a Nevada
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 15,350,000 shares
of common stock, par value $.01 per share (the "Common Stock"), of the Company
for issuance pursuant to the following plans and agreements:

                  (1) up to 2,000,000 shares of common stock pursuant to a
         Consulting Agreement dated May 16, 2005 by and between Park City Group,
         Inc. ("Park City Group") and Edward Clissold, a lawyer and consultant
         to Park City Group;

                  (2) up to 13,100,000 shares of common stock pursuant to the
         Park City Group's Stock for Pay Plan; and

                  (3) up to 250,000 shares of common stock issuable to Robin
         Campbell of the law firm of Adorno & Yoss for legal services rendered
         in connection with certain litigation.

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Company's
Registration Statement (the "Registration Statement") on Form S-8 as filed with
the U.S. Securities and Exchange Commission (the "Commission") on or about May
23, 2005, (ii) the above referenced plans and agreements; (iii) a specimen
certificate representing the Common Stock, (iv) the Certificate of Incorporation
of the Company, as currently in effect, (v) the By-Laws of the Company, as
currently in effect, and (vi) certain resolutions adopted by the Board of
Directors of the Company with respect to the plans and agreements and the
issuance of the shares of Common Stock contemplated thereby. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records, as we
have deemed necessary or appropriate as a basis for the opinion set forth
herein.

         In our examination, we have assumed the legal capacity of all natural
persons, 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 certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, its directors and officers, had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. 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 Company and others and the disclosures made by the
Company in the Registration Statement.



         Members of our firm are admitted to the bar in the State of Utah and we
do not express any opinion as to the laws of any jurisdiction other than the
corporate laws of the State of Nevada, and we do not express any opinion as to
the effect of any other laws on the opinion stated herein.

         Based upon and subject to the foregoing, and assuming the due execution
and delivery of certificates representing the shares of Common Stock in the form
examined by us, we are of the opinion that the shares of Common Stock to be
issued by the Company pursuant to the Patina Plans, when issued in accordance
with the terms of the Patina Plans, will be duly authorized, validly issued,
fully paid and nonassessable.

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


                                         Very truly yours,

                                         /s/ Cohne, Rappaport & Segal