EXHIBIT 5.1

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

                                                              July 23, 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 a total of $10,000,000 of shares of common stock, par
value $0.0001 per share ("Common Stock").

         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 the shares of Common
Stock Securities have been duly authorized, and, upon issuance of the shares of
Common Stock in the manner contemplated by the Prospectus contained in the
Registration Statement, will be legally issued, and 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
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