I am General Counsel of Harris & Harris Group, Inc., a New York corporation (the "Company"), and am rendering my opinion in such capacity. I have represented the Company in connection with the proposed registration on Form S-8 and issuance by the Company of up to an aggregate of 682,133 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the Harris & Harris Group, Inc. 2006 Equity Incentive Plan (the "Plan").

In rendering the opinion set forth herein, I have examined and relied on originals or copies of the following: (i) the Company’s Registration Statement on Form S-8 (File no. 333-135246) filed with the Securities and Exchange Commission (the "Commission") on June 22, 2006, pursuant to which the Company registered 4,151,269 shares of Common Stock for issuance under the Plan; (ii) the Company’s Registration Statement on Form S-8 (File No. 333-144059) filed with the Commission on June 26, 2007, pursuant to which the Company registered 1,520,661 shares of Common Stock for issuance under the Plan; (iii) the Company's Registration Statement on Form S-8, relating to the Shares, filed with the Commission under the Securities Act on the date hereof (together with all exhibits thereto, the "Registration Statement"); (iv) the Plan; (v) the Restated Certificate of Incorporation and the Certificate of Amendment of the Certificate of Incorporation of the Company, as currently in effect; (vi) the Restated By-Laws of the Company, as currently in effect; (vii) a specimen common stock certificate representing the Common Stock; (viii) the form of award agreements to govern awards of stock options pursuant to the Plan (each, an "Award Agreement") and (ix) certain resolutions of the Board of Directors and the Compensation Committee of the Company relating to the Plan, the Shares and related matters. I have also examined originals or copies, certified or otherwise identified to my 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 I have deemed necessary or appropriate as a basis for the opinions set forth herein.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed, I 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 the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others. In rendering the opinion set forth below, I have also assumed that:

	(a)	all Shares will be issued upon the exercise of rights granted in accordance with one or more Award Agreements substantially in a form examined by me;

	(b)	the consideration received by the Company for each Share delivered pursuant to each Award Agreement shall not be less than the par value of the Common Stock; and

	(c)	the registrar and transfer agent for the Common Stock will duly register such issuance and countersign the stock certificates evidencing such Shares and such stock certificates will conform to the specimen certificate examined by us.

Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, I am of the opinion that the Shares have been duly authorized by the Company, and when the Shares have been issued and paid for pursuant to the terms of the applicable Award Agreements and the Plan, the Shares will be validly issued, fully paid and nonassessable.

	Re:	Registration Statement on Form S-8
		of Harris & Harris Group, Inc.