<PAGE>
EXHIBIT 5.1
October 5, 2000
Board of Directors
LEARNING TREE INTERNATIONAL, INC.
6053 West Century Boulevard
Los Angeles, California 90045-0028
Re: Learning Tree International, Inc. (the "Company")
Ladies and Gentlemen:
We have acted as the Company's counsel in connection with the
preparation and filing of that certain Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission in connection with the registration of 3,000,000 shares (the
"Shares") of the Company's common stock, par value $.0001 per share (the "Common
Stock") purchased by certain investors from David C. Collins, The Collins Family
Foundation, The Collins Charitable Remainder Unitrust #97-1, Eric R. Garen and
The Garen Family Foundation pursuant to certain Securities Purchase Agreements
dated as of September 22, 2000.
As such counsel, we have examined such matters and documents as we
have deemed necessary or relevant as a basis for this opinion. Based on these
examinations, it is our opinion that the Shares have been legally issued and are
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters."
Very truly yours,
/s/ Guth Christopher LLP
Guth Christopher LLP
