Ronnybrook Farm Dairy Inc – ‘SB-2/A’ on 5/5/98 – EX-5.1

As of:  Tuesday, 5/5/98   ·   Accession #:  950110-98-566   ·   File #:  333-46947

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of            61    372K 
                          Securities by a Small-Business Issuer                  
 2: EX-5.1      Opinion of Morse, Zelnick, Rose & Lannder, L.L.P.      1      8K 
 3: EX-23.1     Consent of Independent Public Accountants              1      5K 

EX-5.1   —   Opinion of Morse, Zelnick, Rose & Lannder, L.L.P.

MORSE, ZELNICK, ROSE & LANDER, LLP  

LETTERHEAD

                                     May 5, 1998

Ronnybrook Farm Dairy, Inc.                                                     
Prospect Hill Road                                                              
Ancramdale, New York 12503                                                      

Dear Sirs:                                                                      

We have acted as counsel to Ronnybrook Farm Dairy, Inc., a New York 
corporation (the "Company"), in connection with the preparation of a            
registration statement on Form SB-2 (the "Registration Statement") filed with   
the Securities and Exchange Commission under the Securities Act of 1933, as     
amended (the "Act"), to register the offering by the Company of (a) 600,000     
Common Shares, $.001 par value per share, (the "Common Shares") (690,000 Common 
Shares if the over-allotment option is exercised in full), (b) Common Share     
Purchase Warrants to be issued to the underwriters (the "Underwriters'          
Warrants"), (c) 60,000 Common Shares underlying the Underwriters' Warrants and  
(d) such additional Common Shares as may be offered by the Company and as may   
underlie the Underwriters' Warrants covered by any additional registration      
statement filed pursuant to Rule 462(b)(3) promulgated under the Securities Act 
of 1933, as amended.                                                            

    In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended and restated, resolutions adopted by the Company's Board of 
Directors, the Registration Statement, the proposed form of the Underwriters'   
Warrants, the other exhibits to the Registration Statement and such other       
records, documents, statutes and decisions as we have deemed relevant in        
rendering this opinion. Based upon the foregoing, we are of the opinion that:   

Each Common Share being offered, the Underwriters' Warrants, and the
Common Shares underlying the Underwriters' Warrants have been duly and validly  
authorized for issuance and when issued and sold as contemplated by the         
Registration Statement or upon exercise of the Underwriters' Warrants will be   
legally issued, fully paid and non-assessable.                                  

  Partners, associates and employees of this firm own, in the aggregate,
56,250 Common Shares.                                                           

We hereby consent to the use of this opinion as Exhibit 5.1 to the  
Registration Statement. In giving such opinion, we do not hereby admit that we  
are acting within the category of persons whose consent is required under       
Section 7 of the Act or the rules or regulations of the Securities and Exchange 
Commission thereunder.                                                          

           Very truly yours,

                                          /s/ MORSE, ZELNICK, ROSE & LANDER, LLP
                                          --------------------------------------
                                              Morse, Zelnick, Rose & Lander, LLP

Dates Referenced Herein

This ‘SB-2/A’ Filing		Date		Other Filings
Filed on:		5/5/98		None on these Dates
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