April
20,
2007
Harris
& Harris Group, Inc.
111
West
57th
Street,
Suite 1100
New
York,
New York 10019
|
Re:
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Harris
& Harris Group, Inc.
|
Registration
Statement on Form N-2 (File No. 333-138996)
Ladies
and Gentlemen:
We
have
acted as special counsel to Harris & Harris Group, Inc., a New York
corporation (the "Company"), in connection with the Registration Statement
on
Form N-2 (the "Registration Statement"), initially filed on November 29, 2006
by
the Company with the Securities and Exchange Commission (the "Commission")
under
the Securities Act of 1933, as amended (the "Act"), allowing for delayed
offerings pursuant to Rule 415 under the Act. The Registration Statement
includes a prospectus (the "Prospectus") to be furnished in connection with
the
public offering by the Company of up to 4,000,000 shares (the "Shares") of
common stock, par value $0.01 per share ("Common Stock"), of the Company.
This
opinion is being delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act.
In
connection with this opinion, we have examined originals or copies, certified
or
otherwise identified to our satisfaction, of:
|
(i)
|
the
Registration Statement, as amended to the date
hereof;
|
|
(ii)
|
the
Certificate of Incorporation of the Company, as amended to the date
hereof, certified by the Secretary of State of the State of New York
(the
"Certificate of Incorporation");
|
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(iii)
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the
Restated By-Laws of the Company, as currently in effect, certified
by the
Secretary of the Company (the "By-Laws");
|
|
(iv)
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certain
resolutions adopted by the Board of Directors of the Company relating
the
issuance of the Shares and related matters;
and
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(v)
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a
specimen common stock certificate representing the Common
Stock.
|
We
have
also 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 as we have deemed necessary or
appropriate as a basis for the opinion set forth below.
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 facsimile, electronic, certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to the
opinion expressed herein that we did not independently establish or verify,
we
have relied upon statements and representations of officers and other
representatives of the Company and others and of public officials. We have
also
assumed that the stock certificates evidencing the Shares will conform to the
specimen common stock certificate examined by us and will be duly countersigned
and registered by the transfer agent and the registrar for the Common Stock.
Our
opinion set forth below is limited to the Business Corporation Law of the State
of New York ("NYBCL"). The Shares may be offered and sold by the Company from
time to time on a delayed or continuous basis, and this opinion is limited
to
the laws as in effect on the date hereof, which laws are subject to change
with
possible retroactive effect.
Based
upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments) has become effective
under the Act, (ii) an appropriate prospectus supplement or term sheet with
respect to the Shares has been prepared, delivered and filed in compliance
with
the Act and the applicable rules and regulations thereunder, (iii) if the Shares
are to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Shares has been duly authorized,
executed and delivered by the Company and the other parties thereto, (iv) the
Board of Directors, including any appropriate committee appointed thereby,
and
appropriate officers of the Company have taken all necessary corporate action
to
approve the issuance of the Shares, the consideration to be received therefor
(such consideration for each Share to be not less than the par value per Share
of the Common Stock) and related matters, and (v) the terms of the issuance
and
sale of the Shares have been duly established in conformity with the Certificate
of Incorporation and the By-Laws so as not to violate any applicable law, the
Certificate of Incorporation or the By-Laws or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, the Shares, when issued and sold
in
accordance with the applicable underwriting agreement with respect to the Shares
or any other duly authorized, executed and delivered valid and binding purchase
agreement or agency agreement, 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 hereby consent to the use of our name under
the
heading "Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act
or
the rules and regulations of the Commission promulgated thereunder. This opinion
is expressed as of the date hereof unless otherwise expressly stated, and we
disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable
laws.
Very
truly yours,
/s/
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden,
Arps, Slate, Meagher & Flom LLP