Exhibit 5

               Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                 August 10, 2000

The Clasica Group, Inc.
1835 Swarthmore Avenue
Lakewood, New Jersey 08701

                                             Re:    The Classica Group, Inc.

Gentlemen:

         We  have acted  as counsel  to  The Classica Group, Inc.,  a  New  York
corporation  (the  Company"),  in connection with the filing by the Company of a
Registration  Statement  on Form S-8  (Registration  No.  333- ),  covering  the
registration  of  550,000  shares of common  stock,  par value  $.001  per share
("Common  Stock").  We have been asked to issue an  opinion  as to  whether  the
Common Stock being  registered  will, when sold, be legally issued,  fully paid,
non-assessable, and binding obligations of the Company.

         As  counsel  to the  Company,  we  have  examined  the  Certificate  of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

         In making the aforesaid  examinations,  we have assumed the genuineness
of all  signatures  and the  conformity  to  original  documents  of all  copies
furnished  to us. We have  assumed  that the  corporate  records of the  Company
furnished to us constitute all of the existing  corporate records of the Company
and include all corporate proceedings taken by it.

         Based solely upon and subject to the  foregoing,  we are of the opinion
that the shares of Common Stock are duly  authorized,  issued and fully paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

         We hereby  consent to the  filing of this  opinion as an Exhibit to the
aforesaid  Registration  Statement  and to the  reference  to our firm under the
caption "Legal Matters" in the Prospectus.

                                     Very truly yours,



                                     Greenbaum, Rowe, Smith, Ravin,
                                     Davis & Himmel, LLP