EXHIBIT 5.1
July 17 2000
Allou Health & Beauty Care, Inc.
50 Emjay Boulevard
Brentwood, New York 11717
Gentlemen:
We have acted as counsel to Allou Health & Beauty Care, Inc., a
Delaware corporation (the "Company"), pursuant to the Registration Statement on
Form S-3 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the issuance of 110,243 shares (the "Shares") of Class A Common Stock, par value
$.001 per share (the "Common Stock") of the Company pursuant to an Asset
Purchase Agreement among the Company, Tri-State Pharmaceutical Consultants Corp.
and Norman Miller (the "Asset Purchase Agreement").
Capitalized terms used herein and not defined shall have the meanings
given to them in the Registration Statement.
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of the: (i) Asset Purchase Agreement, (ii) Company's
Certificate of Incorporation, as amended, (iii) Company's By-laws and (iii)
resolutions of the Company's board of directors authorizing the Company to enter
into, and consummate the transactions contemplated by, the Asset Purchase
Agreement. We have also reviewed such other matters of law and examined and
relied upon all such corporate records, agreements, certificates and other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original documents of all documents submitted to us
as copies or facsimiles. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently established by us, relied
on certificates of public officials and certificates of officers or other
representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
110,243 Shares that were issued pursuant to the Asset Purchase Agreement have
been validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of the Registration Statement.
Very truly yours,
/S/ Parker Chapin LLP
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PARKER CHAPIN LLP
