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



                                                                   July 15, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

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

Dear Sirs:

In connection  with the above  referenced  Registration  Statement  filed by DHB
Capital Group, Inc., a Delaware  corporation (the "Company") with the Securities
and Exchange  Commission (the  "Commission"),  relating to the sale of 1,850,000
shares of Common Stock of the Company,  par value $.001 per share,  (the "Common
Stock") by 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 foregoing, it is our opinion that:

The shares of Common Stock all of which are issued and outstanding will be, when
sold in accordance  with the terms and  conditions  set forth in the  Prospectus
constituting a part of the Registration Statement, will be 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.

Very truly yours,


OPTON HANDLER, FEILER & LANDAU, LLP

BY: /s/Peter Landau
    ---------------
    Peter Landau