Ascendia Brands, Inc. – ‘S-8’ on 2/26/99 – EX-5

As of:  Friday, 2/26/99   ·   Effective:  2/26/99   ·   Accession #:  1010549-99-54   ·   File #:  333-73001

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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         Registration of Securities to be Offered to            5     29K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-3.1      Amended and Restated Certificate of Inc.               1      6K 
 3: EX-3.2      Bylaws of Donnebrooke Corp.                           15     67K 
 4: EX-5        Legal Opinion                                          1      8K 
 5: EX-23       Consent of Accountants                                 1      7K 

EX-5   —   Legal Opinion

EXHIBIT 5.1 LEGAL OPINION AND CONSENT TO ITS INCLUSION
IN THIS REGISTRATION STATEMENT

February 24, 1999                                                               

Board of Directors of Donnebrooke Corporation                                   
16919 Dallas  Parkway,  Suite  100                                              
Dallas,  Texas  75248                                                           

RE: Form S-8  Registration  Statement  relating to the registration of 3,602,300
shares of the Common Stock of Donnebrooke Corporation pursuant to Agreements for
Services                                                                        

Gentlemen:  I am acting as  counsel  for  Donnebrooke  Corporation,  a  Delaware
corporation,  (the "Company) in connection  with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form S-8
with  the  Securities  and  Exchange   Commission   ("SEC")  (the  "Registration
Statement"),  covering an aggregate of 3,602,300 shares (the "Shares") of common
stock par value $.00001 per share (the "Common Stock") of the Company which will
be issued pursuant to the Agreement  Appointing  Securities Transfer Corporation
as the Company's  Transfer Agent and Registrar  (2,289,300  shares to Securities
Transfer  Corporation) and pursuant the Consulting Agreement with Halter Capital
Corporation (1,313,000 shares to Halter Capital Corporation).                   

In that connection,  I have examined the Form S-8 Registration  Statement in the
form to be filed with the SEC. I have also  examined  and am  familiar  with the
originals  or  authenticated  copies of all  corporate  documents,  records  and
instruments  that I have  deemed  necessary  to enable me to render the  opinion
expressed below.                                                                

I have assumed that all signatures on documents  reviewed are genuine,  that all
such  documents  submitted as originals  are  accurate  and  complete,  that all
document submitted as copies are true and correct copies of the originals,  that
all  information  submitted  and reviewed was accurate and complete and that all
persons  executing and  delivering  such  documents  were competent to do so. In
addition,  I have assumed  that the Shares will not be issued for  consideration
that is equal to less than the par value thereof and that the consideration,  in
the form of services,  has been fully rendered in the past and thus  constitutes
valid and lawful consideration for the Shares.                                  

Based on the  foregoing  and  having  due  regard  for the legal  considerations
relevant in the circumstances,  I am of the opinion that the Shares, when issued
as  described  in the  Registration  Statement,  will be  validly  issued by the
Company and be fully paid and nonassessable.                                    

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and its use as a part thereof.                                        

/s/  Richard  Braucher                                                          
-----------------------------------                                   
Richard  Braucher,                                                    
Counsel for Donnebrooke Corporation                                   

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		2/26/99		None on these Dates
		2/24/99
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