Exhibit 5.1
November 20, 2000
Mr. Marc Ivan Berens
Berens Industries, Inc.
701 N. Post Oak Road, Suite 350
Houston, Texas 77024
Re: Berens Industries, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Berens Industries, Inc., a Nevada corporation
("Company"), in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 3,018,600 shares
("Shares") of the Company's common stock, par value $.001 per share ("Common
Stock") upon the exercise of options and issuance of awards issued pursuant to
certain agreements ("Plans") attached as exhibits to the Registration Statement.
In this connection, we have examined originals or copies identified to our
satisfaction of such documents, corporate and other records, certificates, and
other papers as we deemed necessary to examine for purposes of this opinion,
including but not limited to the Plans, the Certificate of Incorporation of the
Company, the Bylaws of the Company, and resolutions of the Board of Directors of
the Company.
We are of the opinion that the Shares will be, when issued pursuant to the
Plans, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
[SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE]
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