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 402K
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
June 17, 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) 360,000
Common Shares, $.001 par value per share (the "Common Shares") (414,000 Common
Shares if the over-allotment option is exercised in full), (b) Common Share
Purchase Warrants to be issued to the underwriter (the "Underwriters'
Warrants"), (c) 36,000 Common Shares underlying the Underwriters' Warrants and
(d) such additional Common Shares as may be offered by the Company and as may
underlie the Underwriter's Warrants covered by any additional registration
statement filed pursuant to Rule 462(b)(3) promulgated under the Act.
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 |
---|
| | |
| | 6/18/98 | | None on these Dates |
Filed on: | | 6/17/98 |
| List all Filings |
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