EXHIBIT 5


                          [MIRO WEINER & KRAMER LETTERHEAD]



                                           August 28, 1997

Sotheby's Holdings, Inc.
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021

    RE:  Registration Statement on Form S-8 for the Sotheby's Holdings, Inc.
         1997 Stock Option Plan (the "Registration Statement")

Gentlemen:

    This opinion is furnished to you (the "Company") in connection with the
filing of the Company's Registration Statement with the Securities and Exchange
Commission.  Terms used in this opinion letter that are defined in the
Registration Statement and that are not otherwise defined in this opinion letter
have the meanings ascribed to them in the Registration Statement.

    You have supplied us with, and we have examined in our capacity as counsel
to the Company, such documents and other information as we deem necessary and
relevant as a basis for the opinion expressed below.  As to various questions of
fact material to our opinion, we have relied upon statements or certificates of
officers and representatives of the Company.

    Based on the foregoing, it is our opinion that the Class A Limited Voting
Common Stock registered under the Registration Statement, when issued, will be
duly and validly issued, fully paid and nonassessable.

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

                                       Very truly yours,



                                       /s/ MIRO WEINER & KRAMER