Exhibit 5


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                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                               New York, NY 10019

June 14, 2002

P&F Industries, Inc.
300 Smith Street
Farmingdale, New York  11735

Ladies and Gentlemen:

We have acted as counsel to P&F Industries, Inc., a corporation organized under
the laws of the State of Delaware (the "Company"), with respect to the Company's
Form S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission on or about June 14,
2002 in connection with the registration under the Securities Act of 1933, as
amended (the "Act"), by the Company of 1,100,000 shares of Class A Common Stock,
par value $1.00 per share (the "Common Stock") which are issuable under the P&F
Industries, Inc. 2002 Stock Incentive Plan (the "Plan").

As counsel for the Company, we have examined, among other things, such Federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.

Based on the foregoing, we hereby inform you that in our opinion the shares of
Common Stock to be originally issued in accordance with the terms of the Plan
for consideration in excess of $1.00 per share, will be validly issued, fully
paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission.

This opinion is limited to the General Corporation Law of the State of Delaware
and the federal laws of the United States of America.

Very truly yours,

/s/ Willkie Farr & Gallagher