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                                                                       EXHIBIT 5

                     [Letterhead of McDermott, Will & Emery]

                               September 12, 2001

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

            Re:  Registration Statement on Form S-3
            6 1/4% Convertible Subordinated Notes due 2008
            Shares of Common Stock, par value $0.10 per share

Ladies and Gentlemen:

         We have acted as special counsel to Vector Group Ltd., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "SEC") of a Registration Statement
on Form S-3 (the "Registration Statement") covering the resale by selling
securityholders of $172,500,000 in aggregate principal amount of 6 1/4%
Convertible Subordinated Notes due 2008 (the "Notes") and the shares of common
stock, par value $0.10 per share, issuable upon conversion of the Notes (the
"Shares"). The Notes were being issued under an Indenture, dated as of July 5,
2001 (the "Indenture"), between the Company and U.S. Bank Trust National
Association, as trustee (the "Trustee").

         In connection with rendering the opinions set forth herein, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate and other records, documents and other papers as
we have deemed necessary to examine for the purpose of this opinion.

         In our examination, we have assumed the genuineness of all signatures
(including endorsements), the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations under such documents and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. Our opinion with respect to the validity and binding effect of any
document or agreement is subject to the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and
general principles of equity (regardless of whether such validity or binding
effect is considered in a proceeding at law or in equity).



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         We are admitted to the Bar in the State of New York. We express no
opinion as to the laws of any jurisdiction other than (i) the laws of the State
of New York, (ii) the General Corporation Law of the State of Delaware and (iii)
the federal laws of the United States of America to the extent specifically
referred to herein.

         To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
(a) the Trustee under the Indenture has been duly organized, is validly existing
and is in good standing under the laws of its jurisdiction of organization, (b)
the Trustee is duly qualified to engage in the activities contemplated by the
Indenture, (c) the Indenture has been duly authorized, executed and delivered by
the Trustee and constitutes a legally valid, binding and enforceable obligation
of the Trustee enforceable against the Trustee in accordance with its terms, (d)
the Trustee is in compliance, generally and with respect to acting as trustee
under the Indenture, with all applicable laws and regulations and (e) the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

         In rendering this opinion, we have assumed, with your consent that:

                           (a) With respect to our opinions set forth in
paragraph 1 hereof, the execution, delivery and performance by the Company of
any of its obligations under the Notes does not and will not conflict with,
contravene, violate or constitute a default under (i) any lease, indenture,
instrument or other agreement to which the Company or its property is subject,
(ii) any rule, law or regulation to which the Company is subject or (iii) any
judicial or administrative order or decree of any governmental authority; and

                           (b) No authorization, consent or other approval of,
notice to or filing with any court, governmental authority or regulatory body
was required to authorize or was required in connection with the execution and
delivery by the Company of the Notes.

         Based upon the foregoing, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

         1. The execution and delivery by the Company of the Notes have been
duly authorized by requisite corporate action on the part of the Company. The
Notes constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to the following
qualifications:

                           (a) enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in equity or at law);

                           (b) we express no opinion as to the enforceability of
any rights to contribution or indemnification provided for in the Notes or the
Indenture which are violative of the public policy underlying any law, rule or
regulation (including any federal or state securities law, rule or regulation);
and



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                           (c) we express no opinion with respect to the
enforceability of (i) any provision in the Notes to the extent it provides that
any recovery of attorneys' fees is limited to reasonable attorneys' fees, (ii)
any provision in any of the Notes to the extent it provides that the provisions
of such Note are severable or (iii) any provision in any of the Notes to the
extent it provides for rights of acceleration.

         2. The shares of Common Stock initially issuable upon conversion of the
Notes have been duly authorized and reserved and, when issued upon conversion of
the Notes in accordance with the terms of the Notes and the Indenture, will be
validly issued and fully paid and nonassessable.

         This opinion is being furnished to you in connection with the
preparation and filing with the SEC of the Registration Statement and we assume
no obligation to update or supplement this opinion to reflect any facts which
may hereafter come to our attention or any changes in law which may hereafter
occur. This opinion is solely for your benefit in connection with such
transaction and is not to be used, circulated, quoted, relied upon or otherwise
referred to for any purpose without our prior written consent. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement and to
being named in the related prospectus under the caption "Legal Matters" with
respect to the matters stated therein.

                                       Very truly yours,

                                       /s/ McDermott, Will & Emery

                                       MCDERMOTT, WILL & EMERY






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