EXHIBIT 5.1

                         SMITH, GAMBRELL & RUSSELL, LLP
                                ATTORNEYS AT LAW

  TELEPHONE                 SUITE 3100, PROMENADE II                 WEBSITE
(404) 815-3500             1230 PEACHTREE STREET, N.E.            WWW.SGRATL.COM
   FACSIMILE              ATLANTA, GEORGIA 30309-3592
(404) 815-3509

                                    --------

                                ESTABLISHED 1893

                                    November 10, 1999

Board of Directors
The Maxim Group, Inc.
210 Town Park Drive
Kennesaw, Georgia 30144

                           RE:      The Maxim Group, Inc.
                                    Registration Statement on Form S-8
                                    1,000,000 Shares of $.001 par value
                                    Common Stock
                                    1993 Stock Option Plan
                                    ------------------------------------
Gentlemen:

         We have acted as counsel for The Maxim Group, Inc. (the "Company") in
connection with the registration of 1,000,000 shares of its $.001 par value
Common Stock (the "Shares") reserved to the Company's 1993 Stock Option Plan, as
amended (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.

         In connection therewith, we have examined the following:

         (1)      The Certificate of Incorporation of the Company, certified by
                  the Secretary of State of the State of Delaware;

         (2)      The By-Laws of the Company, certified as complete and correct
                  by the Secretary of the Company;

         (3)      The minute book of the Company, certified as correct and
                  complete by the Secretary of the Company; and

         (4)      The Registration Statement, including all exhibits thereto.





Board of Directors
The Maxim Group, Inc.
November 10, 1999
Page Two

         Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that
the Shares covered by the Registration Statement have been legally authorized
and when issued in accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                   Sincerely,

                                   SMITH, GAMBRELL & RUSSELL, LLP

                                   /s/  Robert T. Molinet
                                   Robert T. Molinet

RTM:jm