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EXHIBIT 5.1
September 21, 2000
New Valley Corporation
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131
RE: OFFERING OF SHARES PURSUANT TO
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have acted as counsel to New Valley Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the registration by the Company of 2,700,000 of its Common Shares,
$.01 par value per share (the "Shares"), issuable from time to time upon the
exercise of stock options (the "Options") granted or to be granted to employees
of the Company and its subsidiaries pursuant to the Company's 2000 Long-Term
Incentive Plan (the "Stock Plan") and to directors of the Company pursuant to
the Non-Employee Directors Stock Option Program (the "Directors' Program").
In so acting, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of (a) the Amended and Restated
Certificate of Incorporation and By-Laws of the Company as currently in effect,
(b) the Registration Statement, (c) the Stock Plan and Directors' Program
pursuant to which the Options were or will be granted, which plans are included
as exhibits to the Registration Statement, (d) certain resolutions adopted by
the Board of Directors of the Company, and (e) such other documents, records,
certificates and other instruments of the Company as in my judgment are
necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Delaware.
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New Valley Corporation
September 21, 2000
Page 2
2. The Shares have been duly authorized by the Company and, when issued
pursuant to the Stock Plan or the Directors' Program, will be duly and
validly issued and will be fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ RICHARD J. LAMPEN
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Richard J. Lampen
Executive Vice President
and General Counsel
RJL/smg
Enclosure
