EXHIBIT (L), OPINION OF SKADDEN, ARPS

Exhibit (l)


[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]




June 3, 2002



Harris & Harris Group, Inc.
One Rockefeller Plaza
Rockefeller Center
New York, New York 10020

Re: Harris & Harris Group, Inc. - Registration
Statement on Form N-2 (File No. 333-87032)

Ladies and Gentlemen:

We have acted as special counsel to Harris & Harris Group,
Inc., a New York corporation (the "Company"), in connection with the
preparation of the above- referenced Registration Statement on Form N-2
initially filed by the Company with the Securities and Exchange Commission
(the "Commission") on April 26, 2002 under the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act"), and Pre-Effective Amendment No. 1 thereto filed by the
Company with the Commission on June 3, 2002 (as so amended, the "Registra tion
Statement"). The Registration Statement relates to the registration under the
1933 Act and the 1940 Act of the number of shares of common stock, par value
$.01 per share, of the Company specified therein (the "Common Shares").

This opinion is delivered in accordance with the
requirements of Item 24 of Form N-2.

In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement (together with the form of prospectus forming a part
thereof), (ii) the Articles of Incorporation and By-Laws of the Company, as
amended to date, (iii) copies of certain resolutions adopted by the Board of
Directors of the Company relating to the filing of the Registration Statement
and any amendments or supplements thereto, and the proposed issuance of the
Common Shares and related matters, and (iv) such other documents as we have
deemed necessary or appropriate as a basis for the opinion set forth herein.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, 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. As to any facts material to the
opinion expressed herein which we have not independently established or
verified, we have relied upon statements and representa tions of officers and
other representatives of the Company.

Members of our firm are admitted to the practice of law in
the State of New York and we express no opinion as to the laws of any other
jurisdiction.

Based upon and subject to the foregoing, we are of the
opinion that when (i) the Registration Statement becomes effective and (ii)
certificates representing the Common Shares are duly executed, countersigned,
registered and duly delivered upon payment of the agreed upon consideration
therefor as described in the Registration Statement, the Common Shares will be
duly authorized, validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the
Commission as Exhibit (l) to the Registration Statement. We also consent to
the reference to our firm under the heading "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit that
we are 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