Exhibit 5.1

                             WARSHAW BURSTEIN COHEN
                             SCHLESINGER & KUH, LLP
                                555 Fifth Avenue
                            New York, New York 10017
                            Telephone: (212) 984-7700
                            Facsimile: (212) 972-9150

                                 August 28, 2002

Lazare Kaplan International Inc.
529 Fifth Avenue
New York, NY 10017

                  Re:  Registration Statement on Form S-8

Gentlemen:

                  You have requested our opinion, as securities counsel for
Lazare Kaplan International Inc., a Delaware corporation (the "Registrant"), in
connection with a registration statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933 (the "Act"), being filed by the
Registrant with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to the registration of an additional 750,000
shares (the "Shares") of common stock, $1.00 par value, of the Registrant
issuable, pursuant to the Lazare Kaplan International Inc. Amended and Restated
1997 Long Term Stock Incentive Plan (the "Plan"), including upon the exercise of
options granted or to be granted under the Plan.

                  In preparation of this opinion, we have examined the original,
photostatic, conformed or certified copies of (1) the Certificate of
Incorporation, as amended to date, of the Registrant, (2) the By-Laws of the
Registrant, in effect on the date hereof, (3) the records of corporate
proceedings of the Registrant in our possession and as delivered to us by the
executive officers of the Registrant, (4) the Registration Statement, and (5)
the Plan. In our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of the originals of all
such latter documents.

                  Based upon the foregoing, we are of the opinion that the
Shares, when issued in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.

                  We hereby consent to the filing of our opinion as an exhibit
to the Registration Statement. In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.

                            Sincerely yours,



                            WARSHAW BURSTEIN COHEN
                             SCHLESINGER & KUH, LLP

WH/FRC



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