[MORSE, ZELNICK, ROSE & LANDER, LLP LETTERHEAD] (212) 838-8269 August ___, 1996 Hertz Technology Group, Inc. 325 Fifth Avenue New York, New York 10016-5012 Dear Sirs: We have acted as counsel to Hertz Technology Group Inc., a Delaware corporation (the "Company") in connection with the preparation of a registration statement on Form SB-2, (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), to register the offering by the Company of (a) 1,100,000 shares of Common Stock (and the offering of an additional 165,000 shares if the over-allotment option is exercised in full; (b) 2,200,000 Common Stock Purchase Warrants (the "Warrants") to purchase shares of Common Stock (and the offering of an additional 330,000 Warrants if the over-allotment option is exercised in full); (c) 2,200,000 shares of Common Stock underlying the Warrants, (and the offering of an additional 330,000 shares of Common Stock if the over-allotment option is exercised in full); (d) Common Stock Purchase Warrants (the "Underwriter's Warrants") to purchase 110,000 shares of Common Stock and 220,000 Warrants; (e) 110,000 shares of Common Stock underlying the Underwriter's Warrants; (f) 220,000 shares of Common Stock underlying the Warrants which underly the Underwriter's Warrants; and (g) any and all amendments to the Registration Statement, and any Registration Statements for additional shares of Common Stock, Warrants, Common Stock underlying the Warrants, Underwriter's Warrants, Common Stock underlying the Underwriter's Warrants and Warrants underlying the Underwriter's Warrants pursuant to Rule 462(b) of the Act. In this regard, we have reviewed the Certificate of Incorporation of the Company, as amended, resolutions adopted by the Company's Board of Directors, the Registration Statement, the proposed form of the Warrants and the Underwriter's Warrants, the other exhibits to the Registration Statement and such other records, documents, statutes and decisions as we have deemed relevant in rendering this opinion. Based upon the foregoing, we are of the opinion that: Hertz Technology Group, Inc. August __, 1996 Page 2 of 2 Each share of Common Stock being offered, the Warrants, the Underwriter's Warrants, and the Common Stock underlying the Warrants and the Underwriter's Warrants have been duly and validly authorized for issuance and when issued as contemplated by the Registration Statement or upon exercise of the Underwriter's Warrants will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and any and all amendments thereto, and any Registration Statements for additional shares of Common Stock pursuant to Rule 462(b) of the Act. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Members of this firm or their affiliates own an aggregate of 60,000 Common Stock of the Company. Very truly yours, MORSE, ZELNICK, ROSE & LANDER, LLP