EXHIBIT 5.1
GREENBERG TRAURIG, P.A.
August __, 2000
Board of Directors
International Fast Food Corporation
1000 Lincoln Road, Suite 200
Miami Beach, Florida 33139
c/o Mitchell Rubinson
Chairman and Chief Executive Officer
Ladies and Gentlemen:
We have acted as special counsel for International Fast Food
Corporation., a Florida corporation (the "Company"), in connection with the
Company's Registration Statement on Form SB-2 (the "Registration Statement")
being filed by the Company under the Securities Act of 1933, as amended, with
respect to 46,145,038 shares of the Company's common stock, par value $.01 per
share, and 158,134 shares of Series B Convertible Preferred Stock, par value
$.01 per share. The shares of common stock will be issued by the Company upon
the conversion of the outstanding shares of Series B Convertible Preferred Stock
and the conversion of the 11% Convertible Senior Subordinated Discount Notes.
In connection with the preparation of the Registration Statement and
this letter, we have examined, considered and relied upon the following
documents (collectively, the "Documents"): the Registration Statement and all
amendments and exhibits thereto; the Company's Articles of Incorporation (as
amended) as filed with the Secretary of State of the State of Florida; the
Company's bylaws; the corporate minute book; and such other documents and
matters of law as we have considered necessary or appropriate for the expression
of the opinions contained herein.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to questions of fact material to the opinions hereinafter
expressed, we have relied upon the representations and warranties of the Company
made in the Documents.
Based solely upon and subject to the Documents, and subject to the
qualifications set forth below,
1. we are of the opinion that the shares of Series B Convertible
Preferred Stock are duly and validly issued, fully paid and nonassessable;
2. assuming that (a) the Company maintains an adequate number of
authorized but unissued shares of common stock available for issuance to those
persons who convert their shares of Series B Convertible Preferred Stock and (b)
the conversion is undertaken in compliance with the terms of the Series B
Convertible Preferred Stock, we are of the opinion that the shares of common
stock issued pursuant to the conversion of the shares of Series B Preferred
Stock will be duly and validly issued, fully paid and nonassessable.
<PAGE>
3. assuming that (a) the Company maintains an adequate number of
authorized but unissued shares of common stock available for issuance to those
persons who convert their 11% Convertible Senior Subordinated Discount Notes and
(b) the conversion is undertaken in compliance with the terms of the 11%
Convertible Senior Subordinated Discount Notes, we are of the opinion that the
shares of common stock issued pursuant to the conversion of the shares of 11%
Convertible Senior Subordinated Discount Notes will be duly and validly issued,
fully paid and nonassessable.
4. assuming that (a) the Company maintains an adequate number of
authorized but unissued shares of common stock available for issuance to those
persons who exercise their stock options, and (b) the consideration for the
underlying shares of common stock issued pursuant to stock options is actually
received by the Company, we are of the opinion that the shares of common stock
issued pursuant to the exercise of options will be duly and validly issued,
fully paid and nonassessable.
Although we have acted as counsel to the Company in connection with
certain other matters, our engagement is limited to certain matters about which
we have been consulted. Consequently, there may exist matters of a legal nature
involving the Company in connection with which we have not been consulted and
have not represented the Company. This opinion letter is limited to the matters
stated herein and no opinions may be implied or inferred beyond the matters
expressly stated herein. The opinions expressed herein are as of the date
hereof, and we assume no obligation to update or supplement such opinions to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
such consent, we do not admit that we come within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
Very truly yours,
GREENBERG TRAURIG P.A.
