SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                               FOUR TIMES SQUARE
                            NEW YORK, NY 10036-6522

                                   ________
                                (212) 735-3000



                                                                April 13, 2003




Harris & Harris Group, Inc.
111 West 57th Street, Suite 1100
New York, New York 10019

                Re: Harris & Harris Group, Inc.
                    Registration Statement on Form N-2


Ladies and Gentlemen:

         We have acted as special counsel to Harris & Harris Group, Inc., a
New York corporation (the "Company"), relating to the sale by the Company of
3,000,000 shares (the "Shares") of the Company's shares of common stock, par
value $0.01 per share (the "Common Shares").

         This opinion is being furnished in accordance with the requirements
of Item 24 of the Form N-2 Registration Statement under the Securities Act of
1933, (the "1933 Act"), and the Investment Company Act of 1940 (the "1940
Act").

         In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i)
notification of election to be subject to Sections 55 through 65 of the 1940
Act on Form N-54A, (ii) the Registration Statement of the Company on Form N-2
(File Nos. 333-112862 and 814-176), as filed with the Commission on February
17, 2004, and as amended by Pre-Effective Amendment No. 1 on March 22, 2004,
and as amended by Pre-Effective Amendment No. 2 on April 13, 2004, under the
1933 Act (such Registration Statement, as so amended and proposed to be
amended, being hereinafter referred to as the "Registration Statement"); (iv)
a specimen certificate representing the Common Shares; (v) the Amended
Certificate of Incorporation, as filed with the Secretary of the State of New
York on November 14, 1996, and the Amended By-Laws of the Company as currently
in effect; and (vi) certain resolutions adopted by the Board of Directors of
the Company relating to the issuance and sale of the Shares and related
matters. We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, 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 certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In making our examination of
documents, we have assumed that the parties thereto, other than the Company,
had or will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. We also have assumed that the share certificates representing the
Shares will conform to the specimen examined by us and will have been signed
manually or by facsimile by an authorized officer of the transfer agent and
registrar for the Common Shares and registered by such transfer agent and
registrar. As to any facts material to the opinions expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Company and
others.

         Members of our firm are admitted to the bar in the State of New York
and we do not express any opinion as to any laws other than the laws of the
State of New York.

         Based upon and subject to the foregoing, we are of the opinion that
when the Shares have been delivered to and an amount equal to not less than
the par value thereof has been paid for in cash or other valid consideration
by the purchasers thereof, the issuance and sale of the Shares will have been
duly authorized, and the Shares will be validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration Statement.
In giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the 1933 Act
or the rules and regulations of the Commission.

                                 Very truly yours,

                                 /s/ Skadden, Arps, Slate, Meagher & Flom LLP