Z Trim Holdings, Inc – ‘S-3’ on 6/25/04 – EX-5

On:  Friday, 6/25/04, at 4:36pm ET   ·   Accession #:  1005150-4-1663   ·   File #:  333-116874

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         25     79K 
                          Pursuant to a Transaction                              
 2: EX-5        Exhibit 5-1                                            1      9K 
 4: EX-10       Exhibit 10-11                                          2±    11K 
 3: EX-10       Exhibit 10-5                                          14     56K 
 5: EX-22       Exhibit 22-1                                           1      5K 

EX-5   —   Exhibit 5-1

                                                                     EXHIBIT 5.1

PEPPER HAMILTON LLP                                                             
600 Fourteenth Street, NW                                                       
Washington, DC  20005-2004                                                      
(202) 220-1200                                                                  
Fax (202) 220-1665                                                              

                                         June 25, 2004

Circle Group Holdings, Inc.                                                     
1011 Campus Drive                                                               
Mundelein, Illinois 60060                                                       

Re:  Registration Statement on Form S-3     
----------------------------------

Ladies and Gentlemen:                                                           

              We are acting as counsel to Circle Group Holdings, Inc, an
Illinois corporation (the "Company"), in connection with the registration of    
2,297,605 shares (the "Shares"), of its Common Stock, par value $.00005 per     
share ("Common Stock"), pursuant to a Registration Statement on Form S-3 (the   
"Registration Statement"), filed on the date hereof, with the Securities and    
Exchange Commission under the Securities Act of 1933, as amended. Such Shares   
will be sold from time to time by the Company.                                  

             As counsel for the Company, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such          
documents, corporate records, certificates of public officials and other        
instruments as we have deemed necessary for the purposes of rendering this      
opinion. In our examination, we have assumed the genuineness of all signatures, 
the authenticity of all documents submitted to us as originals and the          
conformity with the originals of all documents submitted to us as copies. As to 
various questions of fact material to such opinion, we have relied, to the      
extent we deemed appropriate, upon representations, statements and certificates 
of officers and representatives of the Company and others.                      

            Based upon the foregoing, we are of the opinion that the
Shares to be registered for sale by the Company have been duly authorized, by   
the Company and when sold will be fully paid and non-assessable, and, in the    
case of Shares to be issued under certain outstanding warrants or other rights  
to acquire Common Stock referred to in the Registration Statement, when issued, 
delivered and paid for in accordance with the terms of such warrants, will be,  
validly issued, fully paid and non-assessable.                                  

              We consent to the use of this opinion as an exhibit to the
Registration Statement, and we consent to the use of our name under the caption 
"Experts" in the Prospectus forming a part of the Registration Statement.       

                                           Very truly yours,

                                                 /s/ Pepper Hamilton LLP

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		6/25/04		None on these Dates
				List all Filings