OPTON HANDLER GOTTLIEB FEILER & KATZ LLP
Attorneys at Law
52 Vanderbilt Avenue
New York, New York 10017-3808

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

     Re:  DHB Capital Group, Inc.
          Registration Statement Form SB-2 and
               Post-Effective Amendment No. 4 to
               Registration Statement on Form SB-2 #33-59764

Dear Sirs:

In connection  with the above  referenced  Registration  Statement  filed by DHB
Capital Croup, Inc., a Delaware  Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission", relating to the issuance of a maximum
of 2,129,700 shares of Common Stock of the Company,  par value $0.001 per share,
(the "Common  Stock") in connection with one or more business  acquisitions  and
which may be resold by the recipients thereof,  and 50,000 shares are to be sold
by the Selling Shareholders.

We have reviewed the Certificate of Incorporation and By-Laws of the Company, as
amended,  records of certain of the Company's corporate proceedings as reflected
in the Company's minute books and have examined such authorities and statutes as
we have deemed relevant to the opinions set forth hereinafter.

Based upon the forgoing, it is our opinion that:

The shares of Common Stock presently issued and outstanding and the shares to be
issued in connection with one or more business acquisitions will be, when issued
in  accordance  with the  terms  and  conditions  set  forth  in the  Prospectus
constituting a part of the Registration  Statement,  legally issued,  fully paid
and non-assessable.

We hereby  consent to the use of this opinion as an exhibit to the  Registration
Statement  and to the reference to us under the heading  "Legal  Matters" in the
Prospectus  which  forms a part  thereof,  as well as under the  heading  "Legal
Matters" in the Prospectus which forms a part of the Post-Effective Amendment.

 
OPTON HANDLER GOTTLIEB FEILER & KATZ LLP

By: /s/ Peter Landau
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Peter Landau