EXHIBIT 5
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RICHARD I. ANSLOW & ASSOCIATES
Freehold Executive Center
4400 Route 9 South, 2nd Floor
Freehold, New Jersey 07728
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September 8, 2000
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Silver Star Foods, Inc.
1000 South Avenue
Staten Island, New York 10314
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Gentlemen:
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You have requested our opinion, as counsel for Silver
Star Foods, Inc., a New York corporation (the "Company"), in
connection with the registration statement on Form SB-2 (the
"Registration Statement"), under the Securities Act of 1933
(the "Act"), being filed by the Company with the Securities
and Exchange Commission.
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The Registration Statement relates to an offering of
5,000,000 shares of the Company's common stock.
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We have examined such records and documents and made
such examination of laws as we have deemed relevant in
connection with this opinion. It is our opinion that when
there has been compliance with the Act, the shares of common
stock, when issued, delivered, and paid for, will be fully
paid validly issued and non-assessable.
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No opinion is expressed herein as to any laws other
than the State of New York of the United States.
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We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to our firm under the caption "Legal Matters" in the
Registration Statement. In so doing, we do not admit that
we are in the category of persons whose consent is required
under Section 7 of the Act and the rules and regulations of
the Securities and Exchange Commission promulgated
thereunder.
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Very truly yours,
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RICHARD I. ANSLOW & ASSOCIATES
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By: /s/ Richard I. Anslow
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RICHARD I. ANSLOW
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RIA/tp
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