EXHIBIT 5



                                  LETTERHEAD OF
                             GOLDSTEIN& DIGIOIA, LLP
                             45 BROADWAY, 11th FLOOR
                            NEW YORK, NEW YORK 10006



                                          March 1, 2005


First Montauk Financial Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, New Jersey  07701

                  Re:      First Montauk Financial Corp.
                           Registration Statement on Form S-8
                           Dated March 1, 2005

Ladies/Gentlemen:

     We have reviewed the Registration  Statement on Form S-8, filed on or about
March 1, 2005, (the "Registration  Statement") under the Securities Act of l933,
as amended (the "Act") by First Montauk  Financial  Corp. (the  "Company").  The
Registration  Statement has been filed for the purpose of registering  for offer
and sale under the Act of an aggregate of 7,620,000  shares of Common Stock,  no
par value,  described  therein for offer and sale under the Act. All capitalized
terms not defined herein have the meanings  ascribed to them in the Registration
Statement.

     This  opinion has been  rendered  with respect to an aggregate of 7,620,000
shares of Common Stock  issuable to employees  and  directors of the Company and
other  designated  persons pursuant to the Company's the following stock options
plans adopted by the Company, as follows:

     a.  5,000,000  shares of Common Stock issuable upon the exercise of options
granted  pursuant to the Company's 2002  Incentive  Stock Option Plan (the "2002
Incentive Options");

     b. 2,000,000 shares of Common Stock issuable pursuant to the Company's 1996
Senior Management Stock Option Plan,  consisting of 2,000,000 shares issuable as
restricted  stock  awards  under the 1996  Senior  Management  Plan  (the  "1996
Stock"); and

     c.  620,000  shares of Common Stock  issuable  upon the exercise of options
granted pursuant to the Company's 2002 Non-Executive  Director Stock Option Plan
(the "2002 Director Options").

     In  connection  with the opinions  rendered  herein,  we have  examined the
Certificate of Incorporation,  as amended, of the Company, its By-Laws, and such
other  documents,  corporate  records  and  questions  of law as we have  deemed
necessary  solely for the purpose of enabling us to render this opinion.  On the
basis of such examination, we are of the opinion that:

     l. The Company is a corporation  duly organized and validly existing and in
good standing under the laws of the State of New Jersey, with corporate power to
conduct  the  business  which  it  conducts  as  described  in the  Registration
Statement.

     2. The Company has an authorized  capitalization  of  30,000,000  shares of
Common Stock, no par value per share,  and 5,000,000  shares of Preferred Stock,
$.l0 par value per share.






     3. The 5,000,000  shares  issuable upon the exercise of the 2002  Incentive
Options,  upon payment  therefor and issuance  thereof,  in accordance  with the
terms thereof, and as described in the Registration  Statement,  will be validly
issued, fully paid and non-assessable.

     4. The 2002  Incentive  Options,  when  issued  pursuant  to the  terms and
conditions  of the  2002  Incentive  Stock  Option  Plan,  as  described  in the
Registration  Statement,  will constitute  legal and binding  obligations of the
Company in accordance with their terms.

     5. The 620,000  shares  issuable  upon the  exercise  of the 2002  Director
Options,  upon payment  therefor and issuance  thereof,  in accordance  with the
terms thereof, and as described in the Registration  Statement,  will be validly
issued, fully paid and non-assessable.

     6. The 2002  Director  Options,  when  issued  pursuant  to the  terms  and
conditions of the 2002 Non-Executive Director Stock Option Plan, as described in
the Registration Statement, will constitute legal and binding obligations of the
Company in accordance with their terms.

     7. The 1996 Shares, when issued pursuant to the terms and conditions of the
1996 Senior  Management  Stock  Option Plan,  as  described in the  Registration
Statement, are validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                          Very truly yours,

                                          /s/ Goldstein & DiGioia, LLP

                                          GOLDSTEIN & DiGIOIA LLP