November 1, 1996

Board of Directors
Decor Group,  Inc.
320 Washington Street
Mt. Vernon, NY 10553

                           Re:  Decor Group, Inc.
                                Registration Statement on Form SB-2

Gentlemen:

         We have acted as counsel for Decor Group, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
of a registration statement (the "Registration Statement") on Form SB-2, File
No. 333-5553, under the Securities Act of 1933, relating to the public offering
of 325,000 shares (the "Shares") of the Company's Common Stock, par value
$.0001 per share (the "Common Stock"). The offering also involves the grant to
the Underwriters of an option to purchase an additional 45,000 shares of Common
Stock to cover over-allotments in connection with the offering, the sale to the
Underwriter of an option (the "Representative's Option") to purchase up to
30,000 shares of Common Stock , and the registration of 1,500,000 Class A
Warrants and 1,500,000 shares of Common Stock underlying 1,500,000 Class A
Warrants and 1,031,000 shares of Common Stock on behalf of selling stockholders
(the "Selling Securityholder's Securities").

         We have examined the Certificate of Incorporation and the By-Laws of
the Company, the minutes of the various meetings and consents of the Board of
Directors of the Company, drafts of the Underwriting Agreement relating to the
offering of the Common Stock, drafts of the Warrant Agreement and
Representative's Option, draft forms of certificates representing the Common
Stock and the Class A Warrants, originals or copies of such records of the
Company, agreements, certificates of public officials, certificates of officers
and representatives of the Company and others, and such other documents,
certificates, records, authorizations, proceedings, statutes and judicial
decisions as we have deemed necessary to form the basis of the opinion
expressed below. In such examination, we have assumed the genuiness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies thereof.
As to various questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Company and
others.






         Based on the foregoing, we are of the opinion that:

         1. All shares of Common Stock have been duly authorized and, when
issued and sold in accordance with the Prospectus, will be validly issued,
fully paid and non-assessable.


         2. The Class A Warrants and the Representative's Option have been duly
authorized and, when issued and sold in accordance with the Prospectus, will be
validly issued.

         3. The shares of Common Stock included in the Selling Securityholder's
Securities have been duly authorized, validly issued, fully paid and
nonassessable; and, when sold in accordance with the appropriate prospectus
(the "Selling Securityholder Prospectus") forming a part of the Registration
Statement, will continue to be duly authorized, validly issued, fully paid and
nonassessable.

         4. The shares of Common Stock issuable upon exercise of the Class A
Warrants have been duly authorized and reserved for issuance and, when issued
in accordance with the terms of the Class A Warrants, will be duly authorized,
validly issued, fully paid and nonassessable.

         We hereby consent to be named in the Registration Statement, the
Prospectus and the Selling Securityholder Prospectus as attorneys who have
passed upon legal matters in connection with the offering of the securities
offered thereby under the caption "Legal Matters."

         We further consent to your filing a copy of this opinion as an exhibit
to the Registration Statement.

                                                 Very truly yours,

                                                 /s/ Bernstein and Wasserman

                                                 BERNSTEIN & WASSERMAN/LLP

B&W/