EXHIBIT 5.1


                                                  May 24, 2000




GBI Capital Management Corp.
1055 Stewart Avenue
Bethpage, New York 11714

Dear Sirs:

         Reference   is  made  to  the   Registration   Statement  on  Form  S-3
("Registration  Statement") filed by GBI Capital Management Corp. ("Company"), a
Florida corporation,  under the Securities Act of 1933, as amended ("Act"), with
respect to an aggregate of 190,000 shares of common stock,  par value $.0001 per
share  ("Common  Stock"),  to be  offered  for  resale  by  certain  individuals
("Selling  Stockholders"),  which  consists  of 150,000  shares of Common  Stock
issued and  outstanding  and  40,000  shares of Common  Stock to be issued  upon
exercise of options granted and outstanding ("Options").

         It is our opinion that:

                  1. The Common Stock issued and outstanding  held by certain of
the Selling Stockholders has been duly authorized and was legally issued, and is
fully paid and nonassessable.

                  2. The Common Stock to be issued by the Company upon  exercise
of the Options has been duly  authorized and, when issued in the manner provided
in the Company's 1999 Performance Equity Plan and the instruments governing such
options, will be legally issued and will be fully paid and nonassessable.

         In giving this opinion,  we have assumed that all  certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's  transfer  agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement,  to the  use of our  name as  your  counsel  and to all
references  made  to us in the  Registration  Statement  and  in the  Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we






GBI Capital Management Corp.
May 24, 2000
Page 2

are in the category of persons whose consent is required  under Section 7 of the
Act, or the rules and regulations promulgated thereunder.

                                                    Very truly yours,

                                                    /S/ GRAUBARD MOLLEN & MILLER
                                                   ----------------------------
                                                    Graubard Mollen & Miller