EXHIBIT 5.1

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


                                                             February 13, 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-8
     ("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 options for an aggregate of 5,500,000
     shares of common stock, par value $.0001 per share ("Common Stock"), which
     have been or may be granted by the Company under the Company's 1999
     Performance Equity Plan (the "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.
     We have also assumed that in granting future awards under the Plan, the
     Board of Directors of the Company or the appropriate committee thereunder
     will exercise its discretion in establishing the terms of such awards
     within the permissible limits of the law of the State of Florida.

             Based upon the foregoing, it is our opinion that the Common Stock
     to be issued by the Company under the Plan, when sold in accordance with
     the terms of 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