Exhibit 5.1

                                           June 23, 2005


Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580

        Re:  Registration Statement on Form S-8
             of Gabelli Asset Management Inc.
             ----------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Gabelli Asset Management Inc., a New
York corporation (the "Company"), in connection with the proposed issuance by
the Company of an aggregate of 545,000 shares (the "Shares") of the Company's
Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"),
issuable pursuant to the 2002 Stock Award and Incentive Plan (the "Plan").

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").

                  In rendering the opinion set forth herein, we have examined
and relied on originals or copies of the following: (i) the Company's
Registration Statement on Form S-8, relating to the Shares, filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
on the date hereof (together with all exhibits thereto, the "Registration
Statement"); (ii) the Plan; (iii) the Restated Certificate of Incorporation of
the Company, as currently in effect; (iv) the Amended By-Laws of the Company,
certified by the Secretary of the Company, as currently in effect; (v) a
specimen certificate representing the Class A Common Stock; (vi) the form of
Non-Qualified Stock Option Agreement to govern awards of stock options pursuant
to the Plan (each such agreement, an "Award Agreement") and (vii) certain
resolutions of the Board of Directors of the Company and the Compensation
Committee thereof relating to the Plan, the Shares and related matters. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records, as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified or photostatic
copies and the authenticity of the originals of such copies. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
the execution and delivery by such parties of such documents and the validity
and binding effect thereof on such parties. As to any facts material to the
opinion expressed herein that we did not independently establish or verify, we
have relied upon



Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
June 23, 2005
Page 2


statements and representations of officers and other representatives of the
Company and others. In rendering the opinion set forth below, we have also
assumed that:

     (a)  all Shares will be issued upon the exercise of rights granted in
          accordance with one or more Award Agreements substantially in the form
          examined by us;

     (b)  the consideration received by the Company for each Share delivered
          pursuant to each Award Agreement shall not be less than the par value
          of the Class A Common Stock; and

     (c)  the registrar and transfer agent for the Class A Common Stock will
          duly register such issuance and countersign the stock certificates
          evidencing such Shares and such stock certificates will conform to the
          specimen certificate examined by us.

     Members of our firm are admitted to the Bar in the State of New York, and
we do not express any opinion as to the laws of any other jurisdiction.

     Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the Shares have been
duly authorized by the Company, and when the Shares have been issued and paid
for pursuant to the terms of the Award Agreements and the Plan, the Shares will
be validly issued, fully paid and nonassessable (except as provided in Section
630 of the New York Business Corporation Law, to the extent applicable).

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.

                                               Very truly yours,

                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP


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