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                                                                     Exhibit 5.1


                              Avatar Holdings Inc.
                               201 Alhambra Circle
                           Coral Gables, Florida 33134

                                  June 7, 2004

Avatar Holdings Inc.
201 Alhambra Circle
Coral Gables, Florida  33134

Ladies and Gentlemen:

      I am the General Counsel of Avatar Holdings Inc., a Delaware corporation
(the "Company"), and have acted as counsel to the Company in connection with the
preparation and filing by the Company with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to
$120,000,000 aggregate principal amount of the Company's 4.50% Convertible
Senior Notes due 2024 (the "Notes") and the shares of the Company's common
stock, par value $1.00 per share issuable upon conversion by holders of, or as
consideration in connection with a repurchase by the Company of, the Notes (the
"Conversion Shares") to be sold by certain selling securityholders listed in the
Prospectus that forms a part of the Registration Statement, as such Prospectus
may be amended or supplemented from time to time (the "Prospectus"). The Notes
were issued pursuant to an indenture, dated as of March 30, 2004, between the
Company and JPMorgan Chase Bank, as Trustee (the "Indenture").

      In so acting, I, or lawyers under my supervision, have examined original
or copies, certified or otherwise identified to my satisfaction, of the
Registration Statement, the Prospectus, the Indenture, the Notes and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as I have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.

      In such examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to me as original, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and
authenticity of the original of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, I
have relied upon certificates or comparable documents of officers and
representatives of the Company.




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     Based on the foregoing, and subject to the qualifications and assumptions
set forth herein, I am of the opinion that:

      (1) The Notes constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

      (2) The Conversion Shares have been duly authorized and reserved for
issuance upon conversion or repurchase of the Notes in accordance with their
terms, and such Conversion Shares, when issued upon such conversion or
repurchase, will be validly issued, fully paid and non-assessable.

      The opinions expressed herein are limited, to the extent relevant, to the
laws of the State of New York, the corporate laws of the State of Delaware and
the federal laws of the United States of America, each as currently in effect,
and I express no opinion as to the effect on the matters covered by this letter
of the laws of any other jurisdiction. The opinions expressed herein are given
as of the date hereof, and I undertake no obligation to supplement this letter
if any applicable laws change after the date hereof or if I become aware of any
facts that might change the opinions expressed herein or for any other reason.

      I hereby consent to the use of this letter as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus which is a part of the Registration Statement.


                                       Very truly yours,

                                       By: /s/ Dennis J. Getman






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