<PAGE>
Exhibit 5
Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Avenue, 30th Floor
Los Angeles, California 90017
Phone: (213) 892-4000
Fax: (213) 629-5063
August 10, 2000
Glacier Water Services, Inc.
2261 Cosmos Court
Carlsbad, California 92009
Ladies and Gentlemen:
We have examined the registration statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of 245,000 additional shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of Glacier Water Services, Inc.
(the "Company") issuable under the Company's Stock Compensation Program (the
"Program"). As your counsel in connection with this transaction, we have
examined copies, certified to our satisfaction, of the Program and such records
of the Company as we have deemed necessary as a basis for the opinion expressed
below.
Based on these examinations, it is our opinion that upon the
registration of the Common Stock under the Securities Act, the issuance of the
Common Stock in accordance with the terms and conditions of the Program and the
receipt by the Company of consideration to be received by the Company pursuant
to the Program, the Common Stock will be legally and validly issued, fully paid
and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion is furnished to you in connection with the
registration of the Common Stock, is solely for your benefit and may not be
relied upon by, nor copies delivered to, any other person or entity without our
prior written consent.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
----------------------------------------
KJB/NJW
