[KRAMER, LEVIN, NAFTALIS & FRANKEL LETTERHEAD]


                       KRAMER, LEVIN, NAFTALIS & FRANKEL
                                919 THIRD AVENUE
                          NEW YORK, N.Y. 10022 - 3852
                                (212) 715 - 9100

                                                  June 12, 1998

SF Holdings Group, Inc.
115 Stevens Avenue
Valhalla, NY 10595

Ladies and Gentlemen:

                  We have acted as counsel for SF Holdings Group, Inc. (the
"Company") in connection with the registration statement on Form S-4 
(Reg. No. 333-50683), as amended by Amendment No. 1 thereto (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") relating to the proposed offer by the Company of
$144,000,000 aggregate principal amount of 12 3/4% Series B Senior Secured
Discount Notes due 2008 (the "New Notes") of the Company for a like amount of
privately placed 12 3/4% Series A Senior Secured Discount Notes due 2008 (the
"Old Notes") (the "Exchange Offer"). The New Notes will be issued pursuant to
the Indenture (the "Indenture") dated March 12, 1998 between the Company and
The Bank of New York, as trustee. All capitalized terms not otherwise defined
herein have the same meanings given to such terms in the Indenture.

                  In connection with the foregoing, we have examined, among
other things, (i) the Registration Statement, (ii) the Indenture, (iii) the
form of New Notes to be issued pursuant to the Indenture and (iv) originals,
photocopies or conformed copies of all such corporate records, agreements,
instruments and documents of the Company, certificates of public officials and
other certificates and opinions, and have made such other investigations as we
have deemed necessary for the purpose of rendering the opinion set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all



Kramer, Levin, Naftalis & Frankel

SF Holdings Group, Inc.
June 12, 1998
Page 2



documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as photocopies or conformed copies, and the 
authenticity of the originals of such latter documents. We have relied, to the
extent we deem such reliance proper, upon representations, statements or
certificates of public officials and officers and representatives of the
company.

                  Based upon and subject to the foregoing, we are of the opinion
that:

                  the new notes have been duly authorized by the company and,
         when issued and delivered in exchange for the old notes in the manner
         set forth in the registration statement and executed and authenticated
         in accordance with the terms and conditions of the indenture (and
         assuming the due authorization, execution and delivery of the
         indenture by each of the parties thereto), will constitute legal,
         valid and binding obligations of the company.

                  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 headings
"the exchange offer - federal income tax considerations," "federal income tax
considerations" and "legal matters" in the prospectus that forms a part
thereof.

                  We are delivering this opinion to the company, and no person
other than the company and its securityholders may rely upon it.

                                            Very truly yours,
                                      
                                            Kramer, Levin, Naftalis & Frankel
                                            
                                            /s/ Shari Krouner