Exhibit 5.1



                              Bingham McCutchen LLP
                                 399 Park Avenue
                          New York, New York 10022-4689



                                February 4, 2004



Parlux Fragrances, Inc.
3725 S.W. 30th Avenue
Fort Lauderdale, Florida 33312

         Re:      REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as counsel for Parlux Fragrances, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 1,306,000 shares of common
stock, $0.01 par value per share, of the Company (the "Shares"), to be offered
by certain stockholders of the Company (the "Selling Stockholders"), pursuant to
a Registration Statement on Form S-3, filed by the Company with the Securities
and Exchange Commission on February 3, 2004.

         We note that some of the Shares are issuable by the Company upon
exercise of certain warrants held by the Selling Stockholders (the "Warrants").
We have reviewed the corporate proceedings of the Company with respect to the
authorization of the issuance of the Warrants and the Shares. We have also
examined and relied upon originals or copies of such agreements, instruments,
corporate records, certificates and other documents as we have deemed necessary
or appropriate as a basis for the opinions hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures, the conformity
to the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form,
and the legal competence of each individual executing any document. We have
assumed that the Warrants have been and will be exercised in accordance with
their terms, including payment in full of the applicable exercise price for each
Share issuable thereunder. We have further assumed that the registration
requirements of the Act and all applicable requirements of state laws regulating
the sale of securities will have been duly satisfied.

         Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.

         Based upon and subject to the foregoing, we are of the opinion that:
(i) the Shares have been duly authorized; (ii) upon exercise of the Warrants in
accordance with their terms, the Shares to be issued thereunder will be validly
issued, fully paid and nonassessable; and (iii) those Shares already issued are
validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                                     Very truly yours,



                            /s/ Bingham McCutchen LLP

                              BINGHAM MCCUTCHEN LLP