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                                                                       Exhibit 5



                                 April 19, 2001




Vector Group Ltd.
100 S.E. Second Street, 32nd Floor
Miami, Florida  33131

RE:      OFFERING OF SHARES PURSUANT TO
         REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

         I have acted as counsel to Vector Group Ltd., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the registration by the Company of 5,512,500 shares of its Common Stock, $.10
par value per share (the "Shares"), issuable from time to time upon the exercise
of stock options (the "Options") granted or to be granted to employees of the
Company and its subsidiaries pursuant to the Company's 1998 Long-Term Incentive
Plan (the "Plan").

         In so acting, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of (a) the Amended and Restated
Certificate of Incorporation and By-Laws of the Company as currently in effect,
(b) the Registration Statement, (c) the Plan pursuant to which the Options were
or will be granted, which plan is included as an exhibit to the Registration
Statement, (d) certain resolutions adopted by the Board of Directors of the
Company, and (e) such other documents, records, certificates and other
instruments of the Company as in my judgment are necessary or appropriate for
purposes of this opinion.

         Based on the foregoing, I am of the following opinion:

         1. The Company is a corporation duly incorporated and validly existing
         in good standing under the laws of the State of Delaware.

         2. The Shares have been duly authorized by the Company and, when issued
         pursuant to the Plan, will be duly and validly issued and will be fully
         paid and non-assessable.

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Vector Group Ltd.
April 19, 2001
Page 2


         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.


                                          Very truly yours,



                                          /s/ Richard J. Lampen
                                          --------------------------------------
                                          Richard J. Lampen
                                          Executive Vice President
                                            and Special Counsel

RJL/smg

Enclosure