
                                                                     Exhibit 5

                      WEIL, GOTSHAL & MANGES LLP LETTERHEAD



                                  June 19, 2001


Avatar Holdings Inc.
201 Alhambra Circle
Coral Gables, Florida 33134

Ladies and Gentlemen:

                     We have acted as counsel to Avatar Holdings Inc., a
Delaware corporation ("Avatar"), in connection with the preparation and filing
of Avatar's Registration Statement on Form S-8 under the Securities Act of 1933,
as amended (the "Registration Statement"), relating to the issuance of not more
than 900,000 shares of Avatar's common stock, par value $1.00 per share (the
"Common Stock"), pursuant to benefits granted and to be granted under the Avatar
Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan,
as amended (the "Plan").

                     In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement and the Plan pursuant to which shares of the Common Stock will be
issued and such corporate records, agreements, documents and other instruments,
and such certificates or comparable documents of public officials and of
officers and representatives of Avatar, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.

                     In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the originals of such
latter documents. As to all questions of fact material to this opinion that have
not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of Avatar.

                     Based upon the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the 900,000 shares of Common Stock
being registered pursuant to the Registration Statement have been duly
authorized and, if when issued and delivered upon receipt by Avatar of the
required consideration in accordance with the Plan, will be validly issued,
fully paid and non-assessable.
<PAGE>
Avatar Holdings Inc.
June 19, 2001
Page 2


                     We hereby consent to the filing of a copy of this opinion
letter as an exhibit to the Registration Statement.



                                           Very truly yours,

                                           /s/ Weil, Gotshal & Manges LLP















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