SB-2/A, EX-23.2, 2001-01-19
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                                  LAW OFFICE OF
                                  LANCE N. KERR
                        8833 SUNSET BOULEVARD, SUITE 200
                        WEST HOLLYWOOD, CALIFORNIA 90069

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

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