EXHIBIT 5.1



                           OPINION RE: LEGALITY
                                EXHIBIT 5.1

                              JOSEPH I. EMAS
                              ATTORNEY AT LAW
                          1224 Washington Avenue
                        Miami Beach, Florida 33139
                              (305) 531-1174
August 12, 2003
Elderwatch, Inc.
2881 North Pine Island Road
Building 65, Suite 203
Sunrise FL 33322
Gentlemen:
          You have requested my opinion, as counsel for ElderWatch, Inc., a
Florida  corporation (the "Company"), in connection with  the  registration
statement on Form SB-2 (the "Registration Statement"), under the Securities
Act  of 1933, as amended (the "Securities Act"), being filed by the Company
with the Securities and Exchange Commission.
          The  Registration  Statement relates to an  offering  of  857,000
shares of the Company's common stock.
          I  have  examined  such  records  and  documents  and  made  such
examination  of  laws  as I have deemed relevant in  connection  with  this
opinion.  It  is  my opinion that when there has been compliance  with  the
Securities  Act,  the shares of common stock, when issued,  delivered,  and
paid for, will be fully paid validly issued and non-assessable.
         No opinion is expressed herein as to any laws other than the State
of Florida of the United States.
          I  hereby consent to the filing of this opinion as an exhibit  to
the  Registration  Statement and to the reference to me under  the  caption
"Legal Matters" in the Registration Statement. In so doing, I do not  admit
that  I  am  in  the  category of persons whose consent is  required  under
Section  7  of  the  Securities Act and the rules and  regulations  of  the
Securities and Exchange Commission promulgated thereunder.




Very truly yours,
JOSEPH I. EMAS

By /s/   Joseph I. Emas:
   JOSEPH I. EMAS