EXHIBIT 5.1


                                   February 9, 2006




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

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

          Reference  is  made  to  the  filing  by  Griffon   Corporation   (the
"Registrant")  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 250,000 shares of the Registrant's Common
Stock  to be  issued  in  connection  with a  non-qualified  stock  option  (the
"Option")  issued  to  induce  Eric P.  Edelstein  to join  the  Corporation  as
Executive Vice President and Chief Financial Officer.

          As counsel for the Registrant, 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 and such other documents as we
have deemed necessary or relevant under the circumstances.

          Based upon our  examination,  we are of the opinion that the shares of
the Registrant's Common Stock, when issued, will be validly authorized,  legally
issued, fully paid and non-assessable.

          We hereby  consent to be named in the  Registration  Statement,  which
constitutes a part thereof as counsel to the Corporation,  and we hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.


                                   Very truly yours,

                                   /s/Kramer, Coleman, Wactlar & Lieberman, P.C.

                                   KRAMER, COLEMAN, WACTLAR & LIEBERMAN, P. C.