EXHIBIT 5.1


                        OPINION OF DAVIS POLK & WARDWELL


                                                 July 23, 2002



E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, CA 94025

         Re: Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel for E*TRADE Group, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement (the "Registration Statement") on Form S-3 filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended, for
registration of the sale of 78,928 shares of the Company's common stock (the
"Shares") to be offered and sold from time to time as described in the
prospectus included in the Registration Statement by the selling stockholders
named therein. All of the Shares were previously issued in connection with the
acquisition by the Company of E*TRADE Nordic AB, a Swedish corporation.

         We have examined such documents and such matters of fact and law that
we have deemed necessary for the purpose of rendering the opinion expressed
herein. Based upon the foregoing, we are of the opinion that the Shares have
been validly issued and are fully paid and non-assessable.

         We are members of the Bars of the States of New York and California
and the foregoing opinion is limited to the General Corporation Law of the
State of Delaware and published opinions thereunder.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our name under the caption
"Legal Matters" in the prospectus included in the Registration Statement.

                                            Very truly yours,

                                            /s/ Davis Polk & Wardwell