EXHIBIT 5




                                   August  16, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      Re:  Griffon Corporation
           Registration Statement on Form S-8
           ----------------------------------

Gentlemen:

     Reference is made to the filing by Griffon  Corporation (the "Corporation")
of a  Registration  Statement  on Form  S-8  with the  Securities  and  Exchange
Commission pursuant to the provisions of the Securities Act of 1933, as amended,
covering the registration of 1,250,000 shares of the Corporation's  Common Stock
in connection with the Corporation's 2001 Stock Option Plan (the "2001 Plan").

     As counsel for the  Corporation,  we have examined its  corporate  records,
including its Certificate of Incorporation,  as amended,  By-Laws, its corporate
minutes, the form of its Common Stock certificate,  the 2001 Plan and such other
documents as we have deemed necessary or relevant under the circumstances.

     Based upon our examination, we are of the opinion that:

     1.   The Corporation is duly organized and validly  existing under the laws
          of the State of Delaware.

     2.   There have been reserved for issuance by the Board of Directors of the
          Corporation  1,250,000 shares of its Common Stock under the 2001 Plan.
          These shares of the  Corporation's  Common Stock, when issued pursuant
          to the 2001 Plan, will be validly  authorized,  legally issued,  fully
          paid and non-assessable.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus which  constitutes a part thereof as counsel to the Corporation,  and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                   Very truly yours,

                                   /s/ Blau, Kramer, Wactlar & Lieberman, P.C.
                                   BLAU, KRAMER, WACTLAR &
                                       LIEBERMAN, P. C.