Exhibit 5.1
June 5, 2000
Board of Directors
Berens Industries, Inc.
701 N. Post Oak, Suite 350
Houston, Texas 77024
Gentlemen:
As counsel for Berens Industries, Inc., a Nevada corporation ("Company"),
you have requested our firm to render this opinion in connection with the
registration statement of the Company on Form SB-2 filed under the Securities
Act of 1933, as amended ("Act"), with the Securities and Exchange Commission
relating to the registration of the resale of 1,692,380 shares of Company common
stock.
We are familiar with the registration statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the registration
statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
Based upon all the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada.
2. The offered shares were validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the registration statement, and hereby
consent to the use in the registration statement of the reference to Brewer &
Pritchard, P.C. under the heading "Legal Matters." This opinion is conditioned
upon the registration statement being declared effective.
Very truly yours,
BREWER & PRITCHARD, P.C.
/s/ Brewer & Pritchard, P.C.
