Exhibit 5.1

              [National Patent Development Corporation letterhead]

                                           August 24, 2004



National Patent Development Corporation
777 Westchester Avenue
White Plains, NY 10604

Gentlemen:

         Reference is made to the Registration Statement on Form S-1 of National
Patent Development Corporation (the "Company") relating to the registration of
shares of Common Stock, par value $.01 per share (the "Common Stock"), of the
Company to be distributed to the stockholders of GP Strategies Corporation ("GP
Strategies").

         I am Vice President and General Counsel of the Company, and have
examined such corporate records and other documents as I have deemed relevant.
Based upon the above, I am of the opinion that the Common Stock to be sold
pursuant to the Registration Statement is validly authorized and issued, fully
paid, and non assessable.

         As of the date hereof, I beneficially own no shares of Common Stock and
55,301 shares of the common stock of GP Strategies.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of my name in the Prospectus included in the
Registration Statement.

                                            Very truly yours,


                                            Andrea D. Kantor