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                                                                     EXHIBIT 5.1

                               GOODWIN PROCTER LLP

                                COUNSELORS AT LAW
                                 EXCHANGE PLACE

                        BOSTON, MASSACHUSETTS 02109-2881

                                   May 4, 2001



First Albany Companies Inc.
30 South Pearl Street
Albany, NY 12207

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This opinion is delivered in our capacity as counsel to First Albany
Companies, Inc. a New York corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") relating to 500,000 shares
(the "Shares") of the Company's common stock, par value $.01 per share ("Common
Stock") and related plan interests, which the Company may issue pursuant to
First Albany Companies Inc. Employee Stock Purchase Plan (the "Plan").

         As counsel for the Company, we have examined copies of the Plan, the
Company's Certificate of Incorporation, as amended, and the Company's By-laws,
as amended, each as presently in effect, and such records, certificates and
other documents of the Company as we have deemed necessary or appropriate for
the purposes of this opinion.

         We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts.

         Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares against payment therefor in accordance with the terms
of the Plan, the Shares will be validly issued, fully paid and non-assessable
shares of the Company's Common Stock.

         The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Goodwin Procter LLP
                                            GOODWIN PROCTER LLP