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                                                                       EXHIBIT 5


                      [MIRO WEINER & KRAMER LETTERHEAD]




                                            April 5, 1996



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

           Re:   Registration Statement on Form S-8
                 (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.  In all such
examinations, we have assumed the genuiness of all signatures and all original
and certified documents and the conformity to original and certified
documents of all copies submitted to us as conformed or photostatic copies.  As
to various questions of fact material to such opinion, we have relied upon
statements or certificates of officers and representatives of the Company.

        Based upon 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