Ben & Jerrys Homemade Inc – ‘S-8’ on 1/31/00 – EX-5

On:  Monday, 1/31/00   ·   Effective:  1/31/00   ·   Accession #:  768384-0-3   ·   File #:  333-95773

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Stock Option Agreements for 261 Employees              7     36K 
 4: EX-4        Non-Incentive Stock Option Agreements                 11     39K 
 2: EX-5        Opinion of Ropes & Gray                                2      8K 
 3: EX-23       Consent of Ernst & Young                               1      5K 
 5: EX-99       Listing of Agreements and No.Of Options Granted       10±    45K 

EX-5   —   Opinion of Ropes & Gray

EX-5
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                                                                     Exhibit 5.1

(Ropes & Gray Letterhead)                                                       

January 28, 2000                                                                

Ben & Jerry's Homemade, Inc.                                                    
30 Community Drive                                                              
South Burlington, Vermont 05403-6828                                            

Ladies and Gentlemen:                                                           

         This  opinion is  furnished to you in  connection  with a  registration
statement on Form S-8 (the "Registration Statement") for the Non-Incentive Stock
Option  Agreements  for 261  employees,  to be  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended,  for the registration of 200,000 shares of Class A Common Stock,  $0.33
par value per share (the "Shares"),  of Ben & Jerry's Homemade,  Inc., a Vermont
Corporation (the "Company").                                                    

         We have acted as  counsel  to the  Company  and are  familiar  with the
actions taken by the Company in connection with the  Non-Incentive  Stock Option
Agreements   listed  on  Exhibit   99  to  the   Registration   Statement   (the
"Agreements"),   including   the  votes  of  the  Board  of  Directors  and  the
Compensation Committee of the Board of Directors of the Company. For purposes of
this opinion,  we have examined the  Agreements  and such other  documents as we
deemed appropriate.                                                             

         For purposes of our opinion, we have assumed that (i) any consideration
received by the Company upon the issuance or exercise of any award granted under
the  Agreements  will at least be equal to the par value of the Shares  issuable
upon the exercise of any stock  options or subject to any other award,  and (ii)
the number of shares to be issued upon any such  exercise or issuance,  together
with the  total  number  of  shares of the  Company's  Common  Stock  previously
outstanding,  will not exceed the  authorized  number of shares of Common  Stock
specified in the Company's Articles of Association as then in effect.           

EX-5
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         Based upon the  foregoing,  we are of the opinion  that the Shares have
been  duly  authorized  and,  when the  Shares  have  been  issued  and sold and
consideration  received  therefor by the Company in accordance with the terms of
the Agreements, will be validly issued, fully paid and non-assessable.          

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

Very truly yours,                                                               

Ropes & Gray                                                                    

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/31/00							None on these Dates
		1/28/00		1
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