EXHIBIT L

Exhibit L


SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036-6522
(212) 735-3000


December 19, 2003



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

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

Ladies and Gentlemen:

We have acted as special counsel to Harris & Harris Group,
Inc., a New York corporation (the "Company"), in connection with the
Underwriting Agreement, dated as of December 19, 2003 (the "Underwriting
Agreement"), between you (the "Underwriter") and the Company, relating to the
sale by the Company of 2,300,000 shares (the "Shares") of the Company's common
shares of beneficial interest, par value $0.001 per share (the "Common
Shares").

This opinion is being furnished in accordance with the
requirements of Item 24 of the Form N-2 Registration Statement under the
Securities Act of 1933, (the "1933 Act"), and the Investment Company Act of
1940 (the "1940 Act").

In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i)
notification of election to be subject to Sections 55 through 65 of the 1940
Act on Form N-54A, (ii) the Registration Statement of the Company on Form N-2
(File Nos. 333-110064 and 814-176), as filed with the Commission on October
29, 2003, and as amended by Pre-Effective Amendment No. 1 on November 6, 2003,
as amended by Pre-Effective Amendment No. 2 on December 9, 2003, and as
amended by Pre-Effective Amend ment No. 3 on December 19, 2003, under the 1933
Act (such Registration Statement, as so amended and proposed to be amended,
being hereinafter referred to as the "Registration Statement"); (iv) the form
of the Underwriting Agreement (the "Under writing Agreement") proposed to be
entered into between the Company, as issuer, and Punk Ziegel & Company, as
underwriter (the "Underwriter"), filed as an exhibit to the Registration
Statement; (v) a specimen certificate representing the Common Shares; (vi) the
Amended Certificate of Incorporation, as filed with the Secretary of the State
of New York on November 14, 1996, and the Amended By-Laws of the Company as
currently in effect; and (vii) certain resolutions adopted by the Board of
Directors of the Company relating to the issuance and sale of the Shares and
related matters. We also have 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,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of
all documents submit ted to us as originals, the conformity to original
documents of all documents submit ted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents, we have assumed that the parties thereto,
other than the Company, had or will have the power, corpo rate 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 execu tion
and delivery by such parties of such documents and the validity and binding
effect thereof on such parties. We also have assumed that the Underwriting
Agree ment will be executed and delivered in substantially the form reviewed
by us and that the share certificates representing the Shares will conform to
the specimen examined by us and will have been signed manually or by facsimile
by an authorized officer of the transfer agent and registrar for the Common
Shares and registered by such transfer agent and registrar. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.

Members of our firm are admitted to the bar in the State of
New York and we do not express any opinion as to any laws other than the laws
of the State of New York.

Based upon and subject to the foregoing, we are of the
opinion that when the Shares have been delivered to and paid for by the
Underwriters as contem plated by the Underwriting Agreement, the issuance and
sale of the Shares will have been duly authorized, and the Shares 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 consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7
of the 1933 Act or the rules and regula tions of the Commission.

Very truly yours,

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