LETTERHEAD OF
GOLDSTEIN & DIGIOIA, LLP
369 Lexington Avenue
New York, New York 10017
Telephone 212.599.3322
Telecopier 212.557.0295
November 24, 1997
First Montauk Financial Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, New Jersey 07701
Re: Rights Offering
Registration Statement on Form S-3
SEC File No. 333-30135
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Ladies/Gentlemen:
We have reviewed Amendment No. 1 to the Registration Statement on Form
S-3, filed on November 24, 1997 (File No. 333- 30135)(the "Registration
Statement"), under the Securities Act of l933, as amended (the "Act") by First
Montauk Financial Corp, a New Jersey corporation (the "Company"). The
Registration Statement has been filed for the purpose of registering the
securities described therein for offer and sale under the Act. All capitalized
terms not defined herein have the meanings ascribed to them in the Registration
Statement.
This opinion has been rendered with respect to: (i)3,072,779 units
(the "Units"), each of which consists of one Class A, one Class B, and one Class
C Redeemable Common Stock Purchase Warrant (the "Warrants") and (ii) 9,218,338
shares (the "Shares") of Common Stock, no par value per share, issuable upon
exercise of the Warrants which in turn are issuable upon purchase of the Units.
In connection with the opinions rendered herein, we have examined
the Registration Statement, the Certificate of Incorporation as amended of the
Company, its By-Laws, and such other documents, corporate records and questions
of law as we have deemed necessary solely for the purpose of enabling us to
render the opinions contained herein. On the basis of such examination, we are
of the opinion that:
l. The Company is a corporation duly organized and validly existing
and in good standing under the laws of the State of New Jersey, with corporate
power to conduct the business which it conducts as described in the Registration
Statement.
2. The Company has an authorized capitalization of
30,000,000 shares of Common Stock, no par value per share and 5,000,000 shares
of Preferred Stock, $.l0 par value per share.
3. The Units, the Warrants, upon exercise of the Rights and the
Shares, upon exercise of the Warrants have been duly authorized and when issued
sold and paid for, as described in the Registration Statement, will be validly
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 our firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
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GOLDSTEIN & DiGIOIA LLP