[HUGHES HUBBARD & REED LLP LETTERHEAD]
                                                                     Exhibit 5.1

                                             May 31, 2002



Flushing Financial Corporation
144-51 Northern Boulevard
Flushing, New York 11354

                  Re: 1996 Stock Option Incentive Plan and
                      1996 RESTRICTED STOCK INCENTIVE PLAN

Ladies & Gentlemen:

            You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Flushing Financial
Corporation (the "Company") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 675,000 shares (the "Shares") of common stock, par value $.01
per share of the Company and related rights to purchase shares of junior
participating preferred stock (the "Rights") to be issued in accordance with the
provisions of the Company's 1996 Stock Option Incentive Plan, as amended and
restated effective March 19, 2002 (the "Stock Option Plan"), and the Company's
1996 Restricted Stock Incentive Plan, as amended and restated effective March
19, 2002 (the "Restricted Stock Plan" and, together with the Stock Option Plan,
the "Plans").

            This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The law covered by the opinions
expressed herein is limited to the Federal Law of the United States and the
General Corporation Law of the State of Delaware. We are not members of the
Delaware Bar.

            Based upon and subject to the foregoing, we are of the opinion that
when (i) the applicable provisions of the Securities Act and of such "Blue Sky"
or other state securities laws as may be applicable shall have been complied
with, (ii) the Shares deliverable under the Stock Option Plan upon exercise of
stock options shall have been issued for cash or other consideration in an
amount at least equal to the aggregate par value of such Shares and in
accordance with the terms of the Stock Option Plan, (iii) the Shares deliverable
under the Restricted Stock Plan as restricted stock (subject to forfeiture upon
a failure to render specified future services) shall have been issued in
consideration of the payment of cash in an amount, or the rendition of prior
services having a value, at least equal to the aggregate par value of such
Shares, or delivered from the treasury of the Company, in either case in
accordance with the terms of the Restricted Stock Plan, (iv) the Shares, if any,
deliverable under the Restricted Stock Plan which are not subject to forfeiture
shall have been issued in consideration of the payment of cash in an amount, or
the rendition of prior services having a value, at least equal to the greater of
the aggregate par value of such Shares or the value of such Shares and in



accordance with the terms of the Restricted Stock Plan, and (v) the Share
certificates shall have been duly executed and delivered, (a) the Shares will be
legally issued, fully paid and nonassessable, and (b) the Rights attached to
such Shares, when issued in accordance with the terms of the Rights Agreement,
dated as of September 17, 1996, by and between the Company and EquiServe Trust
Company N.A. (successor to State Street Bank and Trust Company), as Rights
Agent, will be legally issued.

            In reaching our opinion with respect to the Shares issued as
restricted stock described in clause (iii) above, we have concluded that the
fact that such Shares are subject to forfeiture if the recipient thereof fails
to provide services as specified in the grant letter with respect thereto should
be regarded as substantially equivalent to a binding commitment to pay the
balance of the purchase price over the amount paid in cash or prior services
upon issuance.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not 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.

                                            Very truly yours,


                                            /s/ Hughes Hubbard & Reed LLP