Ronnybrook Farm Dairy Inc – ‘SB-2’ on 2/26/98 – EX-5.1

As of:  Thursday, 2/26/98   ·   Accession #:  1005477-98-555   ·   File #:  333-46947

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

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        76    364K 
                          Issuer                                                 
 2: EX-1.1      Underwriting Agreement                                48    205K 
 3: EX-3.1      Restated Certificate of Incorpoation                   5     21K 
 4: EX-3.2      By-Laws of the Company                                 9     43K 
 5: EX-4.2      Warrant Agreement                                     21     74K 
 6: EX-5.1      Correspondence                                         1      9K 
 7: EX-10.1     Stock Option Plan                                      9     41K 
15: EX-10.10    Letter of Intent                                       1      8K 
 8: EX-10.2     Employment Agreement                                   6     22K 
 9: EX-10.3     Employment Agreement                                   6     22K 
10: EX-10.4     Employment Agreement                                   6     22K 
11: EX-10.5     Material Contract                                      2     11K 
12: EX-10.6     Lease Agreement                                        3     14K 
13: EX-10.8     Exclusive Output Agreement                             3     13K 
14: EX-10.9     Promissory Note                                        2     11K 
16: EX-11.1     Supplemental Net Loss Per Share Computation            1      8K 
17: EX-23.1     Consent of Independent Public Accountants              1      8K 

EX-5.1   —   Correspondence

 FORM OF OPINION

 MORSE, ZELNICK, ROSE & LANDER, L.L.P.
 LETTER HEAD

____________ ___, 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 underwriter (the "Underwriter's Warrants")
and (c) 60,000 Common Shares underlying the Underwriter's Warrants.             

    In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,   
the Registration Statement, the proposed form of the Underwriter's 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 Underwriter's Warrants, and the
Common Shares underlying the Underwriter's 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 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,

                                    MORSE, ZELNICK, ROSE & LANDER, LLP