Exhibit 5

                  Opinion and consent of William J. Reilly, Esq


                             William J. Reilly, Esq.
                            396 Broadway - Suite 1001
                               New York, NY 10013
                                 (401) 293-0021





Re:   Invicta Corporation
      REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     You have  requested our opinion with respect to the shares of common stock,
par value  .001 per share (the  "Common  Stock")  of  Invicta  Corporation  (the
"Company"),  included in the Registration Statement on Form S-8 (the "Form S-8")
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act").

     As counsel to the  Company,  we have  examined  the  original or  certified
copies of such  records of the Company,  and such  agreements,  certificates  of
public officials, certificates of officers or representatives of the Company and
others,  and such other  documents  as we deem  relevant and  necessary  for the
opinions  expressed in this  letter.  In such  examination,  we have assumed the
genuineness  of all  signatures  on original  documents,  and the  conformity to
original  documents of all copies  submitted  to us as conformed or  photostatic
copies.  As to various  questions  of fact  material to such  opinions,  we have
relied upon statements or certificates of officials and  representatives  of the
Company and others.

     Based on, and  subject to the  foregoing,  we are of the  opinion  that the
shares of Common  Stock being  registered  in the Form S-8 will,  once issued as
contemplated  under the Form S-8, shall have been duly and validly  issued,  and
shall be fully paid and non-assessable.

     I hereby  consent to the  filing of this  opinion as an exhibit to the Form
S-8.


Very truly yours,



/s/ William J. Reilly, Esq.
---------------------------
     William J. Reilly, Esq.