Exhibit 5.1


                                                                November 7, 2001
Bentley Pharmaceuticals, Inc.
65 Lafayette Road, Third Floor
North Hampton, New Hampshire 03862

Dear Sir or Madam:

          I am Vice  President and General  Counsel of Bentley  Pharmaceuticals,
Inc., a Delaware  corporation (the "Company"),  and have acted as counsel to the
Company in connection  with its filing of a  registration  statement on Form S-8
(the  "Registration  Statement")  being filed with the  Securities  and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
an offering of up to 815,756  shares of common  stock,  par value $.02 per share
(the "Common Stock"), to employees of the Company or any parent or subsidiary of
the  Company  upon the  exercise  of options  granted by the  Company  under the
Company's  Amended and Restated  1991 Stock Option Plan (the  "Plan"),  and such
additional indeterminate number of shares of Common Stock as may be issued under
the anti-dilution provisions of the Plan.

          In my capacity as counsel to the Company, I have examined originals or
copies,  satisfactory to me, of the Company's (i) Articles of Incorporation,  as
amended,  (ii) By-laws, as amended, and (iii) resolutions of the Company's board
of directors  adopting the Plan. I have also  reviewed such other matters of law
and  examined  and  relied  upon  all  such   corporate   records,   agreements,
certificates  and other  documents as I have deemed  relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, I have assumed
the genuineness of all signatures,  the authenticity of all documents  submitted
as originals  and the  conformity  with the original  documents of all documents
submitted as copies or facsimiles.  As to any facts material to such opinion,  I
have, to the extent that relevant  facts were not  independently  established by
me,  relied  on  certificates  of public  officials  and  certificates  of other
officers or  representatives  of the Company.  I am admitted to practice only in
the state of New York.  As an  employee  of the  Company,  I am  eligible  to be
granted options under the Plan and have been granted options to purchase 150,000
share of Common Stock.

          Based upon and subject to the foregoing,  I am of the opinion that the
shares of the Company's Common Stock that may be issued pursuant to the exercise
of options granted under the Plan, when issued pursuant to the provisions of the
Plan, will be legally issued, fully paid and non-assessable.

          I  hereby  consent  to the use of my name  under  the  caption  "Legal
Matters" in the prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the  Registration  Statement.  In
giving this  consent,  I do not thereby  admit that I am within the  category of
persons  whose  consent is required  under  Section 7 of the Act,  the rules and
regulations of the Securities and Exchange Commission  promulgated thereunder or
Item 509 of Regulation S-K promulgated under the Act.

                                     Very truly yours,
                                     /S/ JORDAN A. HORVATH
                                     Jordan A. Horvath
                                     Vice President and General Counsel