EXHIBIT 5

                         OPINION AND CONSENT OF COUNSEL

May 19, 2003

Scores Holding Company Inc.
533-535 West 27th Street
New York, NY 10001

Gentlemen:

     We have examined the registration statement on Form S-8 of Scores Holding
Company, Inc., a Utah corporation (the "Registrant"), to be filed with the
Securities and Exchange Commission (the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of the 300,000
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"), under the Modified Retainer Agreement with Kaplan Gottbetter &
Levenson, LLP dated May 8, 2003 (the "Retainer"). As your counsel in connection
with this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the issuance
and sale of the Common Stock pursuant to the Retainer.

     We are of the opinion that the shares of Common Stock, when issued and sold
in the manner described in the Retainer, will be legally and validly issued,
fully-paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the registration
statement and further consent to all references to us in the registration
statement and any amendments thereto.

Very truly yours,

KAPLAN GOTTBETTER & LEVENSON, LLP

/s/ Kaplan Gottbetter & Levenson, LLP


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