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EXHIBIT 5.1
January 30, 1998
Brooke Group Ltd.
100 S.E. Second Street
Miami, Florida 33131
Ladies and Gentlemen:
I am Vice President and General Counsel of Brooke 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 1,500,000 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; 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/ Marc N. Bell
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Marc N. Bell
Vice President and General
Counsel