EXHIBIT 5






                                        May 16, 2002


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 an additional  500,000 shares of the  Corporation's
Common Stock in connection with the Corporation's 1998 Employee & Director Stock
Option Plan, as amended (the "Employee & Director 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 Employee & Director 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 an additional 500,000 shares, for an aggregate  2,425,000 shares, of
its Common Stock under the Employee & Director Plan.  The  additional  shares of
the Corporation's  Common Stock, when issued pursuant to the Employee & Director
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.