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EXHIBIT 5.1
[Letterhead of Blank Rome Tenzer Greenblatt LLP]
August 25, 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 by Suprema Specialties, Inc., a New York corporation (the
"Company"), under the Securities Act of 1933, as amended (the "Securities Act"),
of (i) up to 115,000 shares (the "Offered Shares") of the common stock, $.01 par
value, of the Company (the "Common Stock") and (ii) Representatives' warrants
("Representatives' Warrants") to purchase up to 10,000 shares of Common Stock of
the Company (the "Warrant Shares") to be offered by the Company in an
underwritten offering, pursuant to a Registration Statement (the "Registration
Statement") filed pursuant to Rule 462(b) of the Securities Act.
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.
2. The Representatives' Warrants, when paid for and issued as
contemplated by the Registration Statement, will be valid and binding
obligations of the Company.
3. The Warrant Shares have been duly authorized and, when sold, paid
for and issued upon exercise of the Representatives' Warrants in accordance with
the terms of the Representatives' Warrants, will be validly issued, fully paid
and nonassessable.
The opinion expressed in paragraph 2 with regard to the valid and
binding nature of the obligations referred to therein are limited by bankruptcy,
insolvency, fraudulent conveyance, moratorium or other similar laws relating to
or limiting creditors' rights generally and subject to general principles of
equity.
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Suprema Specialties, Inc.
August 25, 2000
Page 2
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
