7777 GLADES ROAD
                                                                       SUITE 300
[GRAPHIC OMITTED                                       BOCA RATON, FLORIDA 33434
BROAD AND CASSEL                                         TELEPHONE: 561.483.7000
----------------                                         FACSIMILE: 561.483.7321
ATTORNEYS AT LAW                                          www.broadandcassel.com

                                November 1, 2004

21st Century Holding Company
3661 West Oakland Park Boulevard, Suite 300
Lauderdale Lakes, Florida 33311

      Re:   21st Century Holding Company (the "Company")
            Registration Statement on Form S-3

Ladies and Gentlemen:

      We have acted as counsel to the Company with respect to the preparation
and filing with the U.S. Securities and Exchange Commission of the accompanying
Registration Statement on Form S-3 (the "Form S-3"), pursuant to the Securities
Act of 1933, as amended (the "Securities Act"). You have requested our opinion
with respect to the 69,200 shares (the "Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), issued by the Company in
payment of the principal and interest due on the Company's 6% Senior
Subordinated Notes due July 31, 2006, as set forth in the Form S-3.

      As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers and representatives of the Company
and others, and such other documents as we may deem relevant and necessary for
the opinion expressed in this opinion letter. In such examination, we have
assumed the genuineness of all signatures on original documents, and the
conformity to original documents of all copies submitted to us as conformed or
photostatic copies. As to various questions of fact material to such opinion, we
have relied upon statements or certificates of officials and representatives of
the Company and others.

      Based on, and subject to the foregoing, we are of the opinion that the
Shares have been legally issued and are fully paid and nonassessable.

<PAGE>

21st Century Holding Company
November 1, 2004
Page 2

      The opinion expressed herein is based on Florida law, including the
statutes and constitution of the State of Florida as in existence on the date
hereof and the reported judicial decisions interpreting such statutes and
constitution.

      In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.

      We hereby consent to the filing of this opinion letter as an exhibit to
the Form S-3. We also consent to the use of our name under the caption "Legal
Matters" in the prospectus constituting part of the Form S-3. In giving such
consent, we do not thereby admit that we are included within the category of
persons whose consent is required under Section 7 of the Securities Act, or the
rules and regulations promulgated thereunder.

                                       Very truly yours,


                                       /s/ Broad and Cassel

                                       BROAD AND CASSEL