Exhibit 5.1

Morse, Zelnick, Rose & Lander LLP
405 Park Avenue
Suite 1401
New York, New York 10022

May 8, 2007

Universal Power Group, Inc.
1720 Hayden Road
Carrollton, Texas 75006

Ladies and Gentlemen:

          We have acted as counsel to Universal Power Group, Inc., a Texas corporation (the "Company"), in connection with its filing of a registration statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “Act”), for the purpose of registering under the Act an aggregate of 1,500,000 shares (the "Shares") of the Company’s common stock, par value $.01 per share (the "Common Stock"), to be issued by the Company under its 2006 Stock Option Plan (the "Plan").

          We have examined the Registration Statement, the Plan and a form of the share certificate of the Common Stock, which have been incorporated by reference in the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

          In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

          Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, upon issuance and delivery in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.

          We do not express any opinion herein concerning any law other than the Texas Business Organizations Code (including the statutory provisions, all applicable provisions of the Texas Constitution and reported judicial decisions interpreting the foregoing).

          We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.

Very truly yours,