EXHIBIT 5.1

                 [MORSE, ZELNICK, ROSE & LANDER, LLP LETTERHEAD]

                                                                  (212) 838-8269

                               September 20, 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 (a) the Company of (i)1,100,000 Units, each
Unit consisting of one share of Common Stock and one Class A Warrant to purchase
a share of Common Stock (the "Warrants") (and the offering of an additional
165,000 Units if the over-allotment option is exercised; (ii) 1,100,000 shares
of Common Stock included in the Units (and an additional 165,000 shares if the
over allotment Option is exercised, (iii) 1,100,000 Warrants included in the
Units (and an additional 165,000 Warrants if the over-allotment option is
exercised), (iv) 1,100,000 shares of Common Stock issuable upon exercise of the
Warrants included in the Units (and an additional 165,000 shares if the
over-allotment option is exercised), (v) 1,100,000 Warrants not included in the
Units (and an additional 165,000 Warrants if the over-allotment option is
exercised), (vi) 1,100,000 shares of Common Stock issuable upon exercise of the
Warrants not included in the Units (and an additional 165,000 shares if the
over-allotment option is exercised), (vii) an option (the "Underwriter's Option)
to purchase 110,000 Units and 110,000 Warrants, (viii) 110, 000 Units issuable
on exercise of the Underwriter's Option, (ix) 110,000 shares of Common Stock
included in the Units underlying the Underwriter's Option, (x) 110,000 Warrants
included in Units underlying Underwriter's Option, (xi) 110,000 shares of Common
Stock issuable upon exercise of the Warrants included in the Units underlying
the Underwriter's Option, (xii) Warrants issuable upon exercise of the
Underwriter's Option (not included in the Units), (xiii) shares of Common Stock
issuable upon exercise of the Underwriter' Option (not included in Units), and
(b) certain shareholders of 750,000 shares of Common Stock, and any and all
amendments to the Registration Statement, and any Registration Statements for
additional shares of Common Stock, Warrants, Common Stock underlying the Units,
Warrants, Underwriter's Option, Common Stock underlying the Underwriter's
Warrants and Warrants underlying the Underwriter's Option pursuant to Rule
462(b) of the Act.


Hertz Technology Group, Inc.
September 20, 1996
Page 2 of 4

         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 Option, 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:

         Each Unit and each share of Common Stock included in the Units being
offered, the Warrants, the Underwriter's Option, and the Common Stock underlying
the Units, the Warrants and the Underwriter's Option (including the Common Stock
underlying the Warrant underlying the Underwriter's Option) being offered
pursuant to the Registration Statement and all amendments thereto and any
Registration Statements pursuant to Rule 462(b) of the Act for additional Units,
shares of Common Stock, Warrants, the Underwriter's Option and Common Stock
underlying Warrants and the Underwriter's Option (including the Common Stock
underlying the Warrants underlying the Underwriter's Option) have been duly and
validly authorized for issuance and when issued as contemplated by the
Registration Statement or upon exercise of the Warrants or the Underwriter's
Option, 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 pursuant to Rule 462(b) of the Act for additional Units, shares of
Common Stock, Warrants, Underwriter's Option and Common Stock underlying
Warrants and the Underwriter's Option (including the Common Stock underlying
Warrants underlying the Underwriter's Option). 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 shares of Common Stock of the Company.

                                        Very truly yours,

                                        /s/Morse, Zelnick, Rose & Lander, LLP

                                        MORSE, ZELNICK, ROSE & LANDER, LLP