Exhibit 5
September 18, 2000
Eat at Joe's, Ltd.
670 White Plains Road
Scarsdale, New York
10583
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Eat at Joe's, Ltd. ("Company") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the "Act")
relating to and aggregate of 200,000 shares of the Common Stock of the Company,
par value $.0001 per share (the "Shares") to be issued to Steven A. Sanders.
As special counsel for the Company, we have examined such corporate
records, documents and such question of law as we have considered necessary or
appropriate for purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares and
that the Shares being registered pursuant to the Registration Statement, when
issued will be duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Cordially,
Beckman, Millman & Sanders, LLP
