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                                                                     EXHIBIT 5.1

                           [BRYAN CAVE LLP LETTERHEAD]



                                  April 8, 2002

Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63012
Attention:  Board of Directors

Stifel Financial Capital Trust I
c/o Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63012
Attention:  Administrative Trustees

Gentlemen:

         We have acted as special counsel to Stifel Financial Corp., a Delaware
corporation (the "Company"), and Stifel Financial Capital Trust I, a Delaware
statutory business trust (the "Trust"), in connection with the preparation of
the Registration Statement on Form S-3 (Registration Nos. 333-84592 and
333-84592-01) (the "Registration Statement"), filed by the Company and the Trust
on March 27, 2002 with the Securities and Exchange Commission (the "SEC"), for
the purpose of registering under the Securities Act of 1933, as amended,
preferred securities (the "Preferred Securities") of the Trust, subordinated
debentures (the "Subordinated Debentures") of the Company and the guarantee of
the Company with respect to the Preferred Securities (the "Guarantee").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust (the "Certificate of Trust") filed by the Trust with the Secretary of
State of the State of Delaware on March 21, 2002; (ii) the Trust Agreement,
dated as of March 21, 2002, with respect to the Trust; (iii) the form of the
Amended and Restated Trust Agreement with respect to the Trust; (iv) the form of
the Preferred Securities of the Trust; (v) the form of the Guarantee between the
Company and Wilmington Trust Company, as trustee; (vi) the form of the
Subordinated Debentures; and (vii) the form of the Indenture (the "Indenture"),
between the Company and Wilmington Trust Company, as trustee, in each case in
the form filed as an exhibit to the Registration Statement. We have also
examined originals or copies, certified, or otherwise identified to our
satisfaction, of such other documents, certificates, and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
For purposes of paragraphs (1) and (2) below, we have assumed the taking by the
Pricing Committee of the Board of Directors of the Company of all necessary
corporate action to authorize and approve the issuance and terms of the
Subordinated Debentures and the Guarantee, and the issuance and the terms
thereof and related matters.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original


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Stifel Financial Corp.
Stifel Financial Capital Trust I
April 8, 2002
Page 2

documents of all documents submitted to us as copies and the authenticity of the
originals of such copies. In examining documents executed by parties other than
the Company or the Trust, we have assumed that such parties had the power,
corporate or otherwise, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
otherwise, and execution and delivery by such parties of such documents and
that, except as set forth in paragraphs (1) and (2) below, such documents
constitute valid and binding obligations of such parties. In addition, we have
assumed that the Amended and Restated Trust Agreement of the Trust, the
Preferred Securities of the Trust, the Guarantee, the Subordinated Debentures
and the Indenture, when executed, will be executed in substantially the form
reviewed by us. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of officers, trustees, and other
representatives of the Company, the Trust, and others.

         We are members of the bar of the state of Missouri, and we express no
opinion as to the laws of any other jurisdiction.

         Based upon and subject to the foregoing and to other qualifications and
limitations set forth herein, we are of the opinion that:

         1. After the Indenture has been duly executed and delivered, the
Subordinated Debentures, when duly executed, delivered, authenticated and issued
in accordance with the Indenture and delivered and paid for as contemplated by
the Registration Statement, will be valid and binding obligations of the
Company, entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights generally, and (ii) general principles of equity regardless of
whether enforceability is considered in a proceeding at law or in equity.

         2. The Guarantee, when duly executed and delivered by the parties
thereto, will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general principles of equity
regardless of whether enforceability is considered in a proceeding at law or in
equity.

         In rendering the foregoing opinion, we have relied to the extent we
deem appropriate on the opinion of Richards, Layton & Finger, special counsel to
the Trust and the Company.

         We hereby consent to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the inclusion of this legal opinion as an Exhibit to the Registration Statement.
In giving such consent, we do not hereby concede that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

                                                     Very truly yours,

                                                     /s/ BRYAN CAVE LLP

