EXHIBIT 5 - OPINION

June 22, 2006


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

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

Ladies and Gentlemen:

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 issuance by the Company of up to an
aggregate of 4,151,269 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").

This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Securities Act").

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, relating to
the Shares, filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act on the date hereof
(together with all exhibits thereto, the "Registration
Statement"); (ii) the Plan; (iii) the Restated Certificate of
Incorporation and the Certificate of Amendment of the
Certificate of Incorporation of the Company, as currently in
effect; (iv) the Restated By-Laws of the Company, as currently
in effect; (v) a specimen common stock certificate representing
the Common Stock; (vi) the form of award agreements to govern
awards of stock options pursuant to the Plan (each, an "Award
Agreement") and (vii) 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:


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(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 me.

I am admitted to the Bar in the State of New York, and
do not express any opinion as to the laws of any other
jurisdiction.

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.

I hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving such consent, I do not thereby admit that I am included
in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.

Very truly yours,

/s/ Sandra M. Forman

Sandra M. Forman
General Counsel



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