EXHIBIT 5.1


                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097

                                                              February 1, 2002

Ladenburg Thalmann Financial Services Inc.
590 Madison Avenue
34th Floor
New York, New York 10022

Dear Sirs:

         Reference is made to the Registration Statement on Form S-3
("Registration Statement") filed by Ladenburg Thalmann Financial Services Inc.
("Company"), a Florida corporation, under the Securities Act of 1933, as amended
("Act"), with respect to an aggregate of 7,110,506 shares of common stock, par
value $.0001 per share ("Common Stock"), to be offered for resale by certain
individuals ("Selling Shareholders") of which 5,940,506 shares of Common Stock
are issued and outstanding and 1,170,000 shares of Common Stock are issuable
upon exercise of stock options ("Options") held by certain of the Selling
Shareholders which have been granted by the Company under the Company's 1999
Performance Equity Plan ("Plan").

         We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.

         Based upon the foregoing, it is our opinion that:

         1. The shares of Common Stock issued and outstanding held by the
Selling Shareholders have been duly authorized and legally issued, and are fully
paid and nonassessable.

         2. The shares of Common Stock to be issued by the Company upon exercise
of the Options have been duly authorized and, when issued in the manner provided
in the Plan and the individual instruments governing their issuance, will be
legally issued, fully paid and nonassessable, although they may be subject to
contractual restrictions established by the applicable Plan or instruments.

         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
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 Miller