RAICE PAYKIN KRIEG & SCHRADER LLP
ATTORNEYS AT LAW
185 MADISON AVENUE. 10TH FLOOR
NEW YORK, NEW YORK 10016
(212) 725-4423 o FAX (212) 684-0022
September 15, 2000
Hertz Technology Group, Inc.
75 Varick Street, 11th Floor
New York, NY 10013
Re: Hertz Technology Group, Inc. - Registration Statement on Form S-3
(File No. 333-44614) (the "Registration Statement")
Gentlemen:
We are are acting as counsel for Hertz Technology Group, Inc., a Delaware
corporation (the "Company"), in connection with the proposed sale by certain
selling stockholders (the "Selling Stockholders") pursuant to the Registration
Statement of up to 400,000 shares of Common Stock, $.001 par value, of the
Company (the "Shares").
We have examined such corporate records, certificates and other documents
as we have considered necessary for the purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
records, certificates and documents referred to above.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized, and are validly issued, fully paid and nonassessable; and
Our opinion is limited in all cases to matters arising under the General
Corporation Law of the State of Delaware. 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" in the prospectus that is a part of the
Registration Statement. In giving such consent, we do not concede that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
Raice Paykin Krieg & Schrader LLP
By: /s/ David C. Thomas
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David C. Thomas
