[LETTERHEAD]
December 6, 2000
Host America Corporation
Two Broadway
Hamden, Connecticut 06518
Re: Registration Statement on Form S-8 Relating to Host
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America Corporation 2000 Stock Option Plan
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Gentlemen:
We have acted as counsel for Host America Corporation, a Colorado
corporation (the "Company"), in connection with the registration by the
Company under the Securities Act of 1933, as amended, of the offer and sale
of 500,000 shares of the Company's common stock, $.001 par value (the
"Shares"), which are proposed to be offered and sold pursuant to the Host
America Corporation 2000 Stock Option Plan (the "Plan"), and pursuant to
the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") with respect to the Shares.
We have reviewed the Plan and the Registration Statement, and we have
examined and are familiar with the records relating to the organization of
the Company, including its Articles of Incorporation, Bylaws, and all
amendments thereto, and the records of all proceedings taken by the Board
of Directors of the Company pertinent to the rendering of this opinion.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized and, upon issuance of the Shares and
receipt by the Company of the consideration therefor in accordance with the
terms of the Plan, the Shares will be validly issued, fully paid, and non-
assessable.
This opinion is delivered solely for your benefit in accordance with
the Plan and may not be quoted in whole or in part, referred to, filed with
any governmental agency, or otherwise used or relied upon by any other
person or for any other purpose without the prior written consent of the
undersigned, except as provided herein.
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Letter to Host America Corporation
December 6, 2000
Page 2
This opinion is limited to the laws of the United States of America
and the State of Colorado. This opinion is rendered as of the date hereof,
and we undertake no obligation to advise you of any changes in applicable
law or any other matters that may come to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as
an Exhibit to the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act, or other rules and regulations
of the Commission thereunder.
Sincerely,
BERENBAUM, WEINSHIENK & EASON, P.C.
JBW/db
