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                                                                    Exhibit 5.1

           [Letterhead of Shereff, Friedman, Hoffman & Goodman, LLP]






                                                              May 5, 1997





Pivot Rules, Inc.
80 West 40th Street
New York, NY 10018

          Re:      Registration Statement on Form SB-2
                   SEC File No. 333-22895

Gentlemen:

     On March 6, 1997, Pivot Rules, Inc. (the "Company") filed a Registration
Statement on Form SB-2 with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (File No.
333-22895), as amended by Amendment No. 1 filed with the Commission on April
17, 1997. This opinion is being filed as an exhibit to Amendment No. 2 to the
Registration Statement. The Registration Statement, as amended by Amendments
Numbered 1 and 2, is referred to herein as the "Registration Statement." The
Registration Statement relates to the registration by the Company of the offer
and sale of (i) 1,725,000 units (including 225,000 units issuable upon exercise
of the Underwriter's over-allotment option) (the "Units"), the Units consisting
of an aggregate of 1,725,000 shares of common stock, par value $.01 per share
(the "Common Stock"), of the Company, and 1,725,000 redeemable common stock
purchase warrants ("Warrants"), each Warrant entitling the holder to purchase
one share of Common Stock, (ii) an option ("Underwriter's Unit Purchase
Option") to purchase 150,000 Units exercisable for four years commencing one
year from the effective date of the Registration Statement and (iii) 600,000
warrants ("Bridge Warrants"), each Bridge Warrant entitling the holder to
purchase one share of Common Stock to be sold by certain selling
securityholders. All capitalized terms used but not defined herein shall have
the same meanings ascribed to such terms in the Registration Statement.

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Pivot Rules, Inc.
May 5, 1997
Page 2


     We have acted as special corporate and securities counsel to the Company
in connection with the proposed offer and sale of the securities referred to
above as contemplated by the Registration Statement. In such capacity, we have
participated in various corporate and other proceedings relating to the Company
and to the transactions contemplated by the Registration Statement. We have
also examined copies of the Certificate of Incorporation and By-Laws of the
Company, the minutes of meetings or written consents of the Company's Board of
Directors and shareholders and such other documents and instruments relating to
the Company and the registration of the securities referred to above as we have
deemed necessary under the circumstances. Insofar as this opinion relates to
securities to be issued in the future, we have assumed that all applicable
laws, rules and regulations in effect at the time of such issuance are the same
as such laws, rules and regulations in effect as of the date hereof.

     In addition, we have assumed that the Restated Certificate (which amends
and restates the Certificate of Incorporation referenced above), increasing the
Company's authorized capital stock from 10,000,000 shares of capital stock to
17,000,000 shares of capital stock, consisting of 15,000,000 shares of Common
Stock and 2,000,000 shares of preferred stock, par value $.01 per share, which
has been filed as an exhibit to the Registration Statement, will be filed with
the Secretary of State of the State of New York immediately prior to the
effective date of the Offering and our opinion herein gives effect to such
filing.

     We note that we are members of the Bar of the State of New York and do not
represent ourselves to be expert in the laws of any other state or
jurisdiction.

     Based upon and subject to the foregoing, it is our opinion that:

     1.   The Company has been duly incorporated under the laws of the State of
          New York and has authorized capital stock consisting of 15,000,000
          shares of Common Stock and 2,000,000 shares of preferred stock, $.01
          par value.

     2.   The (i) 1,725,000 Units, (ii) 1,725,000 shares of Common Stock and
          1,725,000 Warrants to purchase 1,725,000 shares of Common Stock,
          which comprise the Units, (iii) 1,725,000 shares of Common Stock
          issuable upon the exercise of 1,725,000 Warrants, (iv) Underwriter's
          Unit Purchase Option to purchase 150,000 Units, (v) 150,000 Units
          issuable upon exercise of the Underwriter's Unit Purchase Option,
          (vi) 150,000 shares of Common Stock included in the Underwriter's
          Units and the 150,000 Warrants to purchase 150,000 shares of Common
          Stock included in the Underwriter's Units, and (vii) 150,000 shares
          of Common Stock issuable upon the exercise of 150,000 Warrants
          included in the


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Pivot Rules, Inc.
May 5, 1997
Page 3


          Underwriter's Units, to be sold by the Company have been duly
          authorized and, subject to the effectiveness of the Registration
          Statement and compliance with applicable state securities laws and
          when (a) the Units are issued and paid for in accordance with the
          terms of the Underwriting Agreement, (b) the Warrants are exercised
          and the shares of Common Stock underlying the Warrants are issued and
          paid for in accordance with the terms of the Warrant Agreement, (c)
          the Underwriter's Unit Purchase Option is exercised and the Units
          underlying the Underwriter's Unit Purchase Option are issued and paid
          for in accordance with the terms of the Purchase Option and (d) the
          Warrants included in the Underwriter's Units are exercised and the
          shares underlying such Warrants are issued and paid for in accordance
          with the terms of the Purchase Option, all as more fully described in
          the Registration Statement, such securities will be validly issued,
          fully paid and non-assessable.

     3.   The 600,000 Bridge Warrants to purchase 600,000 shares of Common
          Stock are, and the shares of Common Stock underlying the Bridge
          Warrants when issued and paid for in accordance with the terms of the
          Bridge Warrants will be, validly issued, fully paid and
          non-assessable.

     We hereby consent to the filing of this opinion with the Commission as a
part of the Registration Statement, and as part of any application for
registration of the Company, the Units, the Common Stock or the Warrants or the
Underwriter's Units under the securities laws of any State in connection with
the offer and sale of the securities by the Company as contemplated by the
Registration Statement, and to the reference to this firm appearing under the
heading "Legal Matters" in the prospectus which is contained in the
Registration Statement.


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Pivot Rules, Inc.
May 5, 1997
Page 4


     This opinion is rendered to you as of the date hereof, is limited to the
laws in effect as of the date hereof, and we undertake no obligation to advise
you of any change in any matters stated herein, whether legal or factual. This
opinion is furnished to you in connection with the filing of the Registration
Statement, and is not to be used, circulated, quoted or otherwise relied upon
for any other purpose, except as expressly provided in the preceding paragraph.

                                Very truly yours,

                                /s/ Shereff, Friedman, Hoffman & Goodman, LLP

                               SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP

RAG:DSR:DJP





