LAIDLAW & CO



August 11, 1997


Special Committee of the Board of Directors
Bernard Haldane Associates, Inc.
192 Lexington Avenue
New York, NY  10016


Members of the Board:

You have requested our opinion as investment bankers as to the fairness,  from a
financial point of view, to the holders ("Public  Shareholders") of Common Stock
$0.001 par value ("Company  Common Stock") of Bernard Haldane  Associates,  Inc.
(the  "Company"  or  "Haldane"),  other than Jerold P.  Weinger,  Renee Nadel or
certain of their affiliates (the "Managing  Shareholders"),  of the terms of the
proposed  merger (the  "Merger")  with a newly  organized  corporation,  Haldane
Acquisition Corp. ("Newco"), which is wholly owned by the Managing Shareholders.
The  Merger  will be  effected  pursuant  to an  agreement  and a plan of merger
between  Newco and  Haldane  (the  "Merger  Agreement").  For the purpose of its
opinion,  Laidlaw defined the price of the Company's Common Stock as the closing
bid price  ($2.25) on July 9, 1997.  We  understand  that under the terms of the
Merger Agreement,  the Public  Shareholders would be entitled to receive the sum
of $3.00 ("Merger Price") for each share of Company Common Stock.

In connection with rendering our opinion,  we have considered such financial and
other factors as we deemed appropriate under the circumstances including,  among
others, the following:

      (1) The financial terms and conditions of the Merger Agreement;

      (2) Certain historical  business  information  relating to Bernard Haldane
      Associates, Inc., including the Annual Reports on Form 10-K of the Company
      for the  period  ended May 31,  1992,  1993,  1994,  1995 and 1996 and the
      Quarterly  Reports on Form 10-Q of the Company for the period ended August
      31, 1996, November 30, 1996, and February 28, 1997;

      (3) Various financial forecasts and other data provided by the Company;

      (4) Public information with respect to certain other companies in lines of
      business we believe to be comparable  in certain  respects to the Company,
      and the trading markets for such other companies' securities;

      (5) The financial terms of certain other merger  agreements  involving the
      acquisition of a minority interest of other public companies.

           Laidlaw Equities, Inc. 100 Park Avenue, New York, NY 10017
                 800.848.5125 o 212.376.8800 o Fax 212.697.3368

                           Member o NASD o SIPC o SIA

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      (6) The stock price and trading volume history of the Company.

We have also met with certain  officers and  employees of the Company to discuss
the foregoing,  including the past and current  business  operations,  financial
condition  and  prospects  of the Company,  as well as other  matters we believe
relevant  to our  inquiry.  We have  also  considered  such  other  information,
financial studies, analyses,  investigations and financial,  economic and market
criteria that we deemed relevant.

In our review and analysis  and in arriving at our opinion,  we have assumed and
relied upon the  accuracy and  completeness  of all of the  financial  and other
information  provided to us or publicly  available  and have  neither  attempted
independently  to verify nor assumed  responsibility  for  verifying any of such
information.  With respect to the financial  projections of the Company, we have
assumed that they have been  reasonably  prepared on bases  reflecting  the best
currently  available  estimates and judgments of the Company's  management as to
the future financial  performance of the Company, and we express no opinion with
respect to such forecasts or the assumptions on which they are based. We further
relied upon the assurance of management of Haldane that they were unaware of any
facts that would make such  information  incomplete or  misleading.  We have not
made or obtained  or assumed  any  responsibility  for making or  obtaining  any
independent evaluations or appraisals of any of the assets (including properties
and facilities) or liabilities of the Company.

We have also taken into account our assessment of general  economic,  market and
financial  conditions  and our general  knowledge of securities  valuation.  Our
opinion  necessarily is based upon conditions as they exist and can be evaluated
on the date  hereof,  and we assume no  responsibility  to update or revise  our
opinion based upon  circumstance or events occurring after the date hereof.  Our
opinion as expressed  below does not imply any conclusion as to the likely value
of the  Company  following  the  consummation  of the  Merger,  which  may  vary
depending upon, among other factors,  changes in interest rates, dividend rates,
market conditions,  general economic conditions and other factors that generally
influence  the value of a company.  Our opinion  does not address the  Company's
underlying  business decision to effect the Merger. Our opinion is directed only
to the fairness,  from a financial  point of view,  of the Merger  Agreement and
does not constitute a  recommendation  to the Public  Shareholders  of Company's
Common  Stock with  respect to the Merger  Agreement.  Our opinion also does not
address the decision of the directors  and executive  officers of the Company to
enter into an  indemnification  agreement or give effect to any liabilities they
may have incurred thereby.

In rendering our opinion we have assumed that the Merger will be  consummated on
the terms  described in the agreement  without any waiver of any material  terms
and  conditions  by the Company and that no  restrictions  will be imposed  that
would have a material adverse effect on the contemplated  benefits of the Merger
to the  Public  Shareholders.  It is  understood  that  this  letter  may not be
disclosed or otherwise referred to without our prior written consent,  except as
may otherwise be required by law or by a court of competent jurisdiction.

As you are aware,  we will  receive a fee from the Company for  delivery of this
fairness  opinion,  the full payment of which is contingent upon consummation of
the Merger.



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Based upon and subject to the foregoing,  it is our opinion that, as of the date
hereof,  the  consideration to be paid to the Public  Shareholders in the Merger
Agreement is fair from a financial point of view.




Very truly yours,

Laidlaw Global Securities, Inc.



      /s/ Faith Griffin  
      ----------------- 
By:   Faith Griffin
      Managing Director