EXHIBIT 5


                                October 15, 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 33,750 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 to non-employee directors of the
Company.

         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 Stock Option Agreements (the
"Agreements") pursuant to which the Options were or will be granted, which
Agreements are included as exhibits 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 and paid for as contemplated by the Agreements, will be duly and
         validly issued and will be fully paid and non-assessable.



Vector Group Ltd.
October 15, 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