EXHIBIT 5.1



PEPPER HAMILTON LLP
600 Fourteenth Street, NW
Washington, DC  20005-2004
(202) 220-1200
Fax (202) 220-1665

                                                      June 25, 2004

Circle Group Holdings, Inc.
1011 Campus Drive
Mundelein, Illinois 60060

                  Re:  Registration Statement on Form S-3
                       ----------------------------------

Ladies and Gentlemen:

                  We are acting as counsel to Circle Group Holdings, Inc, an
Illinois corporation (the "Company"), in connection with the registration of
2,297,605 shares (the "Shares"), of its Common Stock, par value $.00005 per
share ("Common Stock"), pursuant to a Registration Statement on Form S-3 (the
"Registration Statement"), filed on the date hereof, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. Such Shares
will be sold from time to time by the Company.

                  As counsel for the Company, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary for the purposes of rendering this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies. As to
various questions of fact material to such opinion, we have relied, to the
extent we deemed appropriate, upon representations, statements and certificates
of officers and representatives of the Company and others.

                  Based upon the foregoing, we are of the opinion that the
Shares to be registered for sale by the Company have been duly authorized, by
the Company and when sold will be fully paid and non-assessable, and, in the
case of Shares to be issued under certain outstanding warrants or other rights
to acquire Common Stock referred to in the Registration Statement, when issued,
delivered and paid for in accordance with the terms of such warrants, will be,
validly issued, fully paid and non-assessable.

                  We consent to the use of this opinion as an exhibit to the
Registration Statement, and we consent to the use of our name under the caption
"Experts" in the Prospectus forming a part of the Registration Statement.

                                                     Very truly yours,


                                                     /s/ Pepper Hamilton LLP