[LETTERHEAD]
December 6, 2000
Host America Corporation
Two Broadway
Hamden, CT 06518
RE: SEC REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We are counsel for Host America Corporation, a Colorado corporation
(the "Company"), in connection with its proposed public offering under the
Securities Act of 1933, as amended, of 25,000 shares of the Company's
Common Stock through a Registration Statement on Form S-3 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Colorado.
(2) Minute Book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement and the Preliminary Prospectus
contained within the Registration Statement.
(4) The other exhibits to the Registration Statement filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the
Company, and have made such other investigations as we have deemed
necessary or appropriate under the circumstances.
<PAGE>
Host America Corporation
Opinion to Form S-3
December 6, 2000
Page 2
Based upon the foregoing and in reliance thereon, it is our opinion
that the 25,000 of Common Stock, $.001 value, when issued will have been
duly and validly authorized, legally issued, and are fully paid and non-
assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part thereof.
Very truly yours,
BERENBAUM, WEINSHIENK & EASON, P.C
