
                                                                     EXHIBIT 5.1

June 27, 2001

Cedar Income Fund, Ltd.
44 South Bayles Avenue
Port Washington, New York 11050

Re: REGISTRATION STATEMENT ON FORM S-3

Gentlemen:

We have acted as counsel to you (the "Corporation") in connection with the
preparation and filing of the above-captioned Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 150,000 shares of the Corporation's Common Stock, $.01 par value per
share (the "Shares"), to be sold by the Selling Stockholders listed in the
Registration Statement under the caption "Selling Stockholders".

We have examined copies of the Certificate of Incorporation and By-laws of the
Corporation, each as amended to date, the minutes of various meetings of the
Board of Directors of the Corporation and the original, photostat or certified
copies of all such records of the Corporation, and all such agreements,
certificates of public officials, certificates of officers and representatives
of the Corporation or others, and such other documents, papers, statutes and
authorities as we deemed necessary to form the basis of the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of signatures
and the conformity to original documents of the documents supplied to us as
copies. As to various questions of fact material to such opinions, we have
relied upon statements and certificates of officers of the Corporation and
others.

Based upon the foregoing, we are of the opinion that all of the Shares covered
by the Registration Statement have been duly authorized and are validly issued,
fully paid and nonassessable.

We hereby consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus. We further consent to your filing a copy of this opinion as
an exhibit to the Registration Statement. In giving such consent, we do not
admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

STROOCK & STROOCK & LAVAN LLP

