Exhibit 5
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                                                               August 15, 2001


via EDGAR
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The Morgan Group, Inc.
2746 Old U.S. 20 West
Elkhart, Indiana   46514

Re:      The Morgan Group, Inc. Registration Statement on Form S-2

Ladies and Gentlemen:

         You have requested our opinion in connection with the proposed offering
of up to  1,248,157  shares of Class A common  stock (the  "Securities")  by The
Morgan Group, Inc. (the "Company"), which are to be registered for sale pursuant
to the Registration  Statement on Form S-2 (the "Registration  Statement") under
the  Securities  Act of 1933,  as amended  (the  "Act"),  upon the  exercise  of
warrants (the  "Warrants")  described  therein.  We have examined such corporate
records,  certificates, and other documents, and have reviewed such questions of
law as we have  considered  necessary  or  appropriate  for the purposes of this
opinion.

         On the basis of such examination and review, we advise you that, in our
opinion,   the  Securities  have  been  duly  authorized,   and,  when  (i)  the
Registration Statement filed by the Company with respect to the Securities shall
have become  effective  under the Act, and (ii) the  Securities  shall have been
executed,  authenticated,  issued,  and delivered to and paid for by the holders
exercising  Warrants in accordance with their terms, will be validly and legally
issued, fully paid and non- assessable.

         The foregoing is limited to the application of the General  Corporation
Law of the State of  Delaware,  the  internal  laws of the State of Indiana  and
applicable  federal  law,  and no opinion is  expressed  herein as to any matter
governed by the laws of any other jurisdiction.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration  Statement  and to the  reference  to us under the  heading  "Legal
Matters" in the Prospectus forming part of the Registration Statement. In giving
such  consent,  we do not thereby  admit that we are in the  category of persons
whose  consent  is  required  under  Section  7 of  the  Act or  the  rules  and
regulations of the Securities and Exchange Commission thereunder.

                                                    Very truly yours,

                                                 /s/ BARNES & THORNBURG

                                                    BARNES & THORNBURG