Capital Beverage Corp – ‘SB-2/A’ on 6/16/97 – EX-5.1

As of:  Monday, 6/16/97   ·   Accession #:  950123-97-5063   ·   File #:  333-09995

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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      Capital Beverage Corporation                          77    450K 
 2: EX-4.9      Warrant Agreement                                     21     77K 
 3: EX-5.1      Opinion of Law Offices of Weber & Weber                2     11K 
 4: EX-10.6     Employment Agreement                                   4     11K 
 5: EX-23.1     Consent of Feldman, Radin & Co.                        1      6K 

EX-5.1   —   Opinion of Law Offices of Weber & Weber

EX-5.1
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                                                                     EXHIBIT 5.1

[WEBER & WEBER LETTERHEAD]

                       June 11, 1997

Board of Directors                                                              
Capital Beverage Corporation                                                    
1111 East Tremont Avenue                                                        
Bronx, New York 10460                                                           

RE:     CAPITAL BEVERAGE CORPORATION                            
REGISTRATION STATEMENT ON FORM SB-2             

Gentlemen:                                                                      

 We have acted as counsel Capital Beverage Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing by   
the Company of a registration statement (the "Registration Statement") on Form  
SB-2, File No. 333-9995, under the Securities Act of 1933, relating to the      
public offering (a) by the Company of 800,000 units (the "Units"), each         
consisting of one (1) share of the Company's Common Stock, par value $.001 per  
share (the "Common Stock") and one-half (1/2) Class A Redeemable Common Stock   
Purchase Warrants (the "Class A Warrants"), (b) 300,000 shares of Common Stock  
by a selling Stockholder, (c) 337,500 shares of Common Stock issuable upon      
conversion of 337,500 Series A Preferred Stock by a Selling Stockholder and (d) 
3,175,000 Class A Warrants and 3,175,000 shares of Common Stock underlying the  
Class A Warrants by Selling Securityholders.                                    

        We have examined the Certificate of Incorporation and the By-Laws of the
Company, the minutes of the various meetings and consents of the Board of       
Directors of the Company, drafts of the Underwriting Agreement relating to the  
offering of the Units, drafts of the Warrant Agreement and Unit Purchase Option,
draft forms of certificates representing the Common Stock and the Class A       
Warrants, originals or copies of such records of the Company, agreements,       
certificates of public officials, certificates of officers and representatives  
of the Company and others, and such other documents, certificates, records,     
authorizations, proceedings, statutes and judicial decisions as we have deemed  
necessary to form the basis of the opinion expressed below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all      
documents submitted to us as originals and the conformity to originals of all   
documents submitted to us as copies thereof. As to various questions of fact    
material to such opinion, we have relied upon statements and certificates of    
officers and representatives of the Company and others.                         

EX-5.1
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Board of Directors                                                              
June 11, 1997                                                                   
Page 2                                                                          
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Based on the foregoing, we are of the opinion that:             

       1.      All shares of Common Stock included in the Units have been duly
authorized and, when issued and sold in accordance with the Registration        
Statement, will be validly issued, fully paid and nonassessable.                

   2.      The Class A Warrants and the Unit Purchase Option have been
duly authorized and, when issued and sold in accordance with the Registration   
Statement, will be validly issued, fully paid and nonassessable.                

       3.      The shares of Common Stock and Class A Warrants included in the
Selling Securityholder's Securities have been duly authorized, validly issued,  
fully paid and nonassessable; and, when sold in accordance with the             
Registration Statement will continue to be duly authorized, validly issued,     
fully paid and nonassessable.                                                   

      4.      The shares of Common Stock issuable upon exercise of the Class
A Warrants, the Unit Purchase Option and the Class A Warrants included in the   
Selling Securityholder's Securities have been duly authorized and reserved for  
issuance and, when issued in accordance with the terms of the Class A Warrants, 
the Unit Purchase Option or the Class A Warrants included in the Selling        
Securityholder's Securities, as the case may be, will be duly authorized,       
validly issued, fully paid and nonassessable.                                   

We hereby consent to be named in the Registration Statement, the
Prospectus and the Selling Securityholder Prospectus as attorneys who have      
passed upon legal matters in connection with the offering of the securities     
offered thereby under the caption "Legal Matters."                              

      We further consent to your filing a copy of this opinion as an exhibit
to the Registration Statement.                                                  

                 Very truly yours,

                   WEBER & WEBER, ESQ.

W&W/                                                                            

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/16/97							None on these Dates
		6/11/97		1		2
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