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[Letterhead of Blank Rome Tenzer Greenblatt LLP]
July 24, 2000
Suprema Specialties, Inc.
510 East 35th Street
Paterson, New Jersey 07543
Gentlemen:
You have requested our opinion in connection with the public
offering and sale (the "Offering") pursuant to a Registration Statement (the
"Registration Statement") on Form S-2 (file no. 333-36716), of Suprema
Specialties, Inc., a New York corporation (the "Company"), under the Securities
Act of 1933, as amended (the "Act"), of (i) up to 1,065,000 shares (the "Offered
Shares") of the Common Stock, $.01 par value, of the Company (the "Common
Stock") to be offered by the Company in an underwritten offering,(ii) 200,000
outstanding shares of Common Stock (the "Affiliated Shares") to be offered by
certain affiliated selling stockholders, which Affiliated Shares are part of the
underwritten offering, and (iii) 150,000 shares of Common Stock (the "Warrant
Shares") underlying warrants held by certain non-affiliated selling stockholders
(the "Non-Affiliated Warrants"), which Warrant Shares are not included in the
underwritten offering.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, the
conformity to the originals of all documents presented to us as conformed or
reproduced copies and the enforceability of all agreements and similar documents
presented to us. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of appropriate state
and local officials, and upon certificates of executive officers and responsible
employees and agents of the Company.
Based upon and subject to the foregoing, it is our opinion
that:
1. The Offered Shares have been duly and validly authorized
and when sold, paid for and issued as contemplated by the Registration
Statement, will be duly and validly issued and fully paid and nonassessable.
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Suprema Specialties, Inc.
July 24, 2000
Page 2
2. The Affiliated Shares have been duly and validly issued and
are fully paid and nonassessable.
3. The Warrant Shares have been duly and validly authorized
and when sold, paid for and issued, upon exercise of the Non-Affiliated Warrants
in accordance with their terms, will be duly and validly issued and fully paid
and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement, and to the use of our name as your counsel in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ BLANK ROME TENZER GREENBLATT LLP
BLANK ROME TENZER GREENBLATT LLP
