Exhibit 5

                                December 21, 2004

Vector Group Ltd.
100 S.E. Second Street
Miami, Florida 33131

Ladies and Gentlemen:

      I am Executive Vice President and Special 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 2,312,551 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 Amended and Restated 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; and (iv) 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/ Richard J. Lampen
                                       ---------------------------------
                                       Richard J. Lampen
                                       Executive Vice President and
                                         Special Counsel