Exhibit 5


                                February 5, 2002

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

Ladies and Gentlemen:

         I am Executive Vice President and Special Counsel of Vector Group Ltd.
(the "Company") and have acted for the Company in connection with the
preparation of the Registration Statement on Form S-3 (the "Registration
Statement") in respect of 170,000 shares of the common stock of the Company, par
value $.10 per share (the "Common Stock"), to be sold from time to time by the
selling stockholder pursuant to such Registration Statement. In connection
therewith, I have reviewed (i) the Certificate of Incorporation and By-Laws of
the Company as currently in effect; (ii) the Registration Statement; (iii)
certain resolutions adopted by the Board of Directors of the Company; and (iv)
such other documents, records and papers as I have deemed necessary or
appropriate in order to give the opinion set forth herein. I am familiar with
the proceedings heretofore taken by the Company in connection with the
authorization, issuance and sale of the Common Stock. As to various questions of
fact material to such opinion, I have, when relevant facts were not
independently established, relied upon certifications or representations by
officers of the Company and other documents that I have deemed appropriate.

         Based on such examination and review, I am of the opinion that the
Common Stock has been legally issued and is fully paid and nonassessable.

         I consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to me under the caption "Validity of Shares" in
the Prospectus contained in the Registration Statement.

                                            Very truly yours,

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