LAW OFFICE OF
LANCE N. KERR
8833 SUNSET BOULEVARD, SUITE 200
WEST HOLLYWOOD, CALIFORNIA 90069
LANCE N. KERR
MARTIN A. COOPER
January 11, 2001
The Vermont Witch Hazel Company
4415 Ponca Ave.
Toluca Lake, CA 91602
Re: Registration Statement on Form SB-2
SEC File No. 333-42036
Ladies and Gentlemen,:
We have examined the Registration Statement on Form SB-2 filed by The Vermont
Witch Hazel Company (the "Company") with the Securities and Exchange Commission
(the "Commission"), as thereafter amended or supplemented (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 250,000 shares of the Company's Common Stock (the
"Shares"). As your counsel in connection with this transaction, we have
examined the proceedings taken and we are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that, the issuance of the Shares, when issued and sold in the
manner described in the Registration Statement, will be validly issued, fully
paid and non-assessable under Section 6:21 of Title 11A of the laws of the State
of Vermont.
We consent to the use of this Opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
Law Office of Lance N. Kerr
/s/ Martin A. Ccoper
