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EXHIBIT 5.1
July 21, 2000
Writer's Direct Contact
(415) 268-6954
Securities and Exchange Commission
Washington, D.C. 20549
We have examined the Registration Statement on Form S-8 executed by
Odwalla, Inc. (the "Registrant") on July 21, 2000, and to be filed with the
Securities and Exchange Commission (the "SEC") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
500,000 shares of the Registrant's common stock, no par value (the "Common
Stock") which will be issuable under the Amended and Restated 1997 Stock
Option/Stock Issuance Plan (the "Plan").
As the Registrant's counsel in connection with the Registration
Statement, we have examined the proceedings taken in connection with the
adoption of the Plan and authorization of the issuance of 500,000 shares of
Common Stock under the Plan (the "Plan Shares"), and such documents as we have
deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that:
1. All necessary corporate action has been duly taken to adopt the Plan.
2. The Plan Shares, when issued and outstanding pursuant to the terms of
the Plan, will be validly issued, fully paid and non-assessable shares of Common
Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster, LLP.
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Morrison & Foerster LLP.
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