Attached files

file filename
EX-4.5 - AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT - VECTOR GROUP LTDd332313dex45.htm
EX-10.1 - AMENDMENT NO 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - VECTOR GROUP LTDd332313dex101.htm
EX-4.4 - SECURITY AGREEMENT - VECTOR GROUP LTDd332313dex44.htm
EX-4.3 - SECURITY AGREEMENT - VECTOR GROUP LTDd332313dex43.htm
EX-4.2 - PLEDGE AGREEMENT - VECTOR GROUP LTDd332313dex42.htm
EX-4.1 - INDENTURE - VECTOR GROUP LTDd332313dex41.htm
EX-1.1 - UNDERWRITING AGREEMENT - VECTOR GROUP LTDd332313dex11.htm
8-K - FORM 8-K - VECTOR GROUP LTDd332313d8k.htm

Exhibit 5.1

Opinion of Sullivan & Cromwell LLP

January 27, 2017

Vector Group Ltd.,

4400 Biscayne Boulevard,

Miami, Florida 33137.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of 2,000,000 shares (the “Securities”) of Common Stock, par value $0.10 per share, of Vector Group Ltd., a Delaware corporation (the “Company”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities have been validly issued and are fully paid and nonassessable.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement relating to the Securities, dated January 19, 2017. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,
/s/ SULLIVAN & CROMWELL LLP