Unassociated Document

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 (File No. 333-160781), as amended by Pre-Effective Amendment No. 1 thereto (the "Registration Statement"), to be filed on the date hereof 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 7,000,000 shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of the Company.

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, in the event that a holder of Shares requests a certificate representing such holder's Shares, the stock certificate evidencing such 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 (the "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. We have assumed that, pursuant to Section 508(f) of the NYBCL, the Company, within a reasonable time after the issuance or transfer of any uncertificated shares of Common Stock, will send the registered owners thereof notices containing the information required pursuant to such Section.

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) appropriate prospectus supplements or term sheets with respect to the Shares have 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 or any other direct or indirect offering, the underwriting agreement or any other purchase agreement or agency agreement, as applicable, 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.

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

	Very truly yours,

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