August 15, 2000
Jeremy's Microbatch Ice Creams, Inc.
3401 Market Street
Suite 312
Philadelphia, PA 19104
RE: Registration Statement on Form S-8
Gentlemen/Ladies:
We have acted as counsel to Jeremy's Microbatch Ice Creams, Inc. (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement")
relating to an offering of up to 750,000 shares of the Company's Common Stock of
the par value $.01 (the "Shares") in connection with the Company's 2000 Stock
Option Plan ("Plan").
We are familiar with the Registration Statement and the Agreement. We have
reviewed the Company's Certificate of Incorporation and By-laws, each as amended
to date. We also have examined such public and private corporate documents,
certificates, instruments and corporate records, and such questions of law, as
we have deemed necessary for the purpose of expressing an opinion on the matters
set forth below. In all examinations of documents we have assumed the
genuineness of all signatures appearing on such documents, and the genuineness
and authenticity of all copies of the original document.
On the basis of the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plan as described in the Registration Statement,
will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
ECKERT SEAMANS CHERIN & MELLOTT, LLC
By: /s/ Joseph Chicco
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Joseph Chicco
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