<PAGE> 1
EXHIBIT 5
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203
July 24, 2000
CVF Technologies Corporation
916 Center Street
Lewiston, New York 14092
Ladies and Gentlemen:
Re: REGISTRATION STATEMENT ON FORM S-3
We are delivering this opinion at your request in connection with the
registration by CVF Technologies Corporation (the "Company") under the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder, of (1) 888,865 shares of Common Stock issued in various private
placements and 401,288 shares of Common Stock issued on exercise of options to
acquire Common Stock (the "Private Placement Shares"), (2) 992,784 shares of
Common Stock issuable on exercise of certain outstanding warrants (the
"Warrants") (the "Warrant Shares"), (3) 50,000 shares of Common Stock issuable
upon the exercise of certain outstanding stock options granted under a Stock
Option Agreement between the Company and an awardee (the "Option Shares") and
(4) 170,000 shares of Common Stock pledged by the Company to a lender to secure
Company's guarantees of the lender's loans to one of the Company's subsidiaries
(the "Pledged Shares"), for sale by the selling security holders identified in
the prospectus (the "Prospectus") forming a part of the above-referenced
registration statement (the "Registration Statement").
The opinions set forth in this letter are based upon (1) our review of
(a) that certain Common Share Purchase Warrant dated September 20, 1995 to
acquire 952,784 shares of Common Stock of the Company, as amended, and
assignments related thereto, (b) that certain Common Stock Purchase Warrant
dated July 16, 2000 to acquire 40,000 shares of Common Stock of the Company, (c)
that certain Stock Option Agreement dated September 16, 2000 to acquire 50,000
shares of Common Stock of the Company, (d) originals, or copies authenticated to
our satisfaction, of the Company's Articles of Incorporation, as amended, its
Bylaws, as amended, and records of certain of its corporate proceedings and (e)
such other certificates, opinions and instruments we have deemed necessary and
(2) our review of published sources of law as we have deemed necessary.
<PAGE> 2
Subject to the qualifications set forth in this letter, it is our
opinion that:
1. The Private Placement Shares have been duly authorized and are
validly issued, fully paid and non-assessable.
2. The Warrant Shares have been duly authorized and reserved for
issuance and, when issued and sold upon exercise of the Warrants in accordance
with the terms thereof, will be validly issued, fully paid and non-assessable.
3. The Option Shares have been duly authorized and reserved for
issuance and, when issued and sold upon exercise of the stock option in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.
4. The Pledged Shares have been duly authorized and are
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as Exhibit 5 to the
Registration Statement and the reference to this firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
By: /s/ John J. Zak
--------------------------------------------------------
John J. Zak
