Exhibit 5.1
                            FINN DIXON & HERLING LLP
                                ATTORNEYS AT LAW

                               ONE LANDMARK SQUARE
                        STAMFORD, CONNECTICUT 06901-2689
                            TELEPHONE (203) 325-5000
                            FACSIMILE (203) 348-5777


                                 August 4, 2006

Fuel-Tech N.V.
Castroweg 22-24
Curacao, Netherlands
Antilles

Re:      Registration Statement on Form S-4
         -----------------------------------

Ladies and Gentlemen:

         We have acted as United States counsel to Fuel-Tech N.V., a Netherlands
Antilles limited liability company (the "Company"), in connection with the
Company's preparation and filing with the Securities and Exchange Commission of
a registration statement on Form S-4 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of shares of the Company's common stock, $0.01 par value per share (the "Common
Stock"). The Common Stock is to be issued as described in the Registration
Statement.

         In rendering the opinion set forth herein, we have examined executed
copies, telecopies or photocopies of: (i) the Registration Statement; (ii) the
certificate of incorporation of the Company proposed to be filed by the Company
with the Secretary of State of the State of Delaware; (iii) the proposed by-laws
of the Company; and (iv) such other records, documents, certificates and other
instruments, which in our judgment are necessary or appropriate as a basis for
the opinion expressed below. In our examination of such documents, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such copies. As
to any facts material to this opinion which we did not independently establish
or verify, we have relied upon statements and representations of officers and
other representatives of the Company.

         Based upon the foregoing, and in reliance thereon, and subject to the
qualifications, assumptions and exceptions heretofore and hereinafter set forth,
we are of the opinion that, upon the filing of the proposed certificate of
incorporation by the Company with the Secretary of State of the State of
Delaware, the payment of required filing fees in connection therewith, and upon
the issuance of the shares of the Company's Common Stock as contemplated by the
Registration Statement, such shares will be validly issued, fully paid and
non-assessable.

         We do not express, or purport to express, any opinion with respect to
the laws of any jurisdiction other than the General Corporation Law of the State
of Delaware and the federal securities laws of the United States of America.



Fuel-Tech N. V.
August 4, 2006
Page 2

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.
This opinion is given as of the date hereof and we assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter occur or come to our attention or any changes in law which may
hereafter occur.

                                                 Very truly yours,

                                                 /s/ Finn Dixon & Herling LLP