BROAD AND CASSEL

ATTORNEYS AT LAW

201 SOUTH BISCAYNE BOULEVARD

SUITE 3000

MIAMI, FLORIDA 33131

TELEPHONE: 305-373-9400

FACSIMILE: 305-373-9443

www.broadandcassel.com

September 30, 2003

21^st Century Holding Company

4161 N.W. 5^th Street

Plantation, Florida 33317

Re:

21^st Century Holding Company (the “Company”)

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for the Company with respect to the preparation and filing with the U.S. Securities and Exchange Commission of a Registration Statement on Form S-3 (the “Form S-3”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). You have requested our opinion with respect to the 1,040,000 redeemable warrants (the “Warrants”) and 520,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable upon exercise of the Warrants (the “Shares”) that may be offered for resale by certain selling security holders under the Form S-3.

As counsel to the Company, we have examined the original or certified copies of such records of the Company, and such agreements, certificates of public officials, certificates of officers and representatives of the Company and others, and such other documents as we may deem relevant and necessary for the opinion expressed in this opinion letter. In such examination, we have assumed the genuineness of all signatures on original documents, and the conformity to original documents of all copies submitted to us as conformed or photostatic copies. As to various questions of fact material to such opinion, we have relied upon statements or certificates of officials and representatives of the Company and others.

Based on, and subject to the foregoing, we are of the opinion that the Warrants have been and, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, the Shares will be, duly issued, fully paid and nonassessable.

21^st Century Holding Company

September 30, 2003

Page 2

The opinion expressed herein is based on Florida law, including the statutes and constitution of the State of Florida as in existence on the date hereof and the reported judicial decisions interpreting such statutes and constitution.

In rendering this opinion, we advise you that members of this Firm are members of the Bar of the State of Florida, and we express no opinion herein concerning the applicability or effect of any laws of any other jurisdiction, except the securities laws of the United States of America referred to herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Form S-3. We also consent to the use of our name under the caption “Legal Matters” in the prospectus constituting part of the Form S-3. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ BROAD AND CASSEL

BROAD AND CASSEL