BKF Capital Group, Inc.
One Rockefeller Plaza
New York, New York 10020
November 17, 2000
BKF Capital Group, Inc.
One Rockefeller Plaza
New York, New York 10020
Dear Sirs:
I am familiar with the BKF Capital Group, Inc. 1998 Incentive
Compensation Plan (the "Plan") under which an aggregate of 1,300,000 shares of
common stock, par value $1.00 per share, of BKF Capital Group, Inc., a Delaware
corporation (the "Company"), have been authorized for issuance (the "Shares"). I
have acted as counsel to the Company in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration under the Act of the
Shares. In this connection, I have examined such records, documents and
proceedings, as I have deemed relevant and necessary as a basis for the opinion
expressed herein.
Based upon the foregoing, I am of the opinion that the Shares
have been duly authorized for issuance under the Plan by all proper corporate
action and, when such Shares are issued in accordance with the terms of the Plan
and any conditions or restrictions relating thereto shall have been satisfied,
such Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
/s/ Norris Nissim
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Norris Nissim
Vice President, General
Counsel and Secretary
