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Exhibit 5
June 1, 2001
Vector Group Ltd.
100 S.E. Second Street
Miami, Florida 33131
Ladies and Gentlemen:
I am Vice President and General Counsel of Vector Group Ltd. (the
"Company") and have acted for the Company in connection with the preparation of
the Registration Statement on Form S-3 (the "Registration Statement") in respect
of 1,639,344 shares of the common stock of the Company, par value $.10 per share
(the "Common Stock"), to be sold from time to time by the selling stockholder
pursuant to such Registration Statement. In connection therewith, I have
reviewed (i) the Certificate of Incorporation and By-Laws of the Company as
currently in effect; (ii) the Registration Statement; (iii) certain resolutions
adopted by the Board of Directors of the Company; (iv) the Stock Purchase
Agreement dated as of May 16, 2001, by and between the Company and High River
Limited Partnership; and (v) such other documents, records and papers as I have
deemed necessary or appropriate in order to give the opinion set forth herein. I
am familiar with the proceedings heretofore taken by the Company in connection
with the authorization, issuance and sale of the Common Stock. As to various
questions of fact material to such opinion, I have, when relevant facts were not
independently established, relied upon certifications or representations by
officers of the Company and other documents that I have deemed appropriate.
Based on such examination and review, I am of the opinion that the
Common Stock has been legally issued and is fully paid and nonassessable.
I consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to me under the caption "Validity of Shares" in
the Prospectus contained in the Registration Statement.
Very truly yours,
/s/ Marc N. Bell
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Marc N. Bell
Vice President and General Counsel