Exhibit 5.1

                    [Fulbright & Jaworski L.L.P. Letterhead]


January 23, 2003

Siebert Financial Corp.
885 Third Avenue
New York, New York 10022

Ladies and Gentlemen:

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed with the Securities  and Exchange  Commission  under the
Securities Act of 1933, as amended (the "Act"),  on behalf of Siebert  Financial
Corp., a New York corporation  (the "Company"),  relating to 2,100,000 shares of
the Company's Common Stock,  $.01 par value (the "Common Stock"),  issuable upon
the  exercise  of  options  (the  "Options")  granted  pursuant  to the  Siebert
Financial Corp. 1997 Stock Option Plan (the "Plan").

         As counsel to the Company,  we have  examined such  corporate  records,
other  documents  and  such  questions  of law as we have  deemed  necessary  or
appropriate  for the  purposes  of this  opinion  and,  upon  the  basis of such
examinations,  advise you that in our opinion the 2,100,000 shares issuable upon
the  exercise  of the  Options  granted  pursuant to the Plan have been duly and
validly authorized and, subsequent to the exercise of the Options and payment of
the  exercise  price of the  Options,  will be  validly  issued,  fully paid and
non-assessable.

         We  consent  to the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement. This consent is not to be construed as an admission that
we are a person  whose  consent is  required  to be filed with the  Registration
Statement under the provisions of the Act.



                                            Very truly yours,


                                            /s/ Fulbright & Jaworski L.L.P.