<PAGE>
Exhibit 5
Opinion of Alston & Bird LLP
<PAGE>
[LETTERHEAD OF ALSTON & BIRD LLP]
January 12, 2001
Harry's Farmers Market, Inc.
1180 Upper Hembree Road
Roswell, Georgia 30076
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Harry's Farmers Market, Inc., a Georgia
corporation (the "Corporation"), in connection with the filing of the above-
referenced Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") to register under
the Securities Act of 1933, as amended (the "Securities Act"), 250,000 shares of
the Corporation's Class A Common Stock, no par value per share ("Common Stock"),
that may be issued pursuant to the Harry's Farmers Market, Inc. 2000 Long-Term
Incentive Plan. (the "LTIP"). This opinion letter is rendered pursuant to Item 8
of Form S-8 and Item 601(b)(5) of the Commission's Regulation S-K.
We have examined the LTIP, the Articles of Incorporation of the
Corporation, as amended, the Bylaws of the Corporation, as amended, records of
proceedings of the Board of Directors of the Corporation deemed by us to be
relevant to this opinion letter, the Registration Statement and other documents
and agreements we deemed necessary for purposes of expressing the opinion set
forth herein. We also have made such further legal and factual examinations and
investigations as we deemed necessary for purposes of expressing the opinion set
forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Corporation and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
This opinion letter is provided to the Corporation and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by
<PAGE>
us consists of those matters set forth in the sixth paragraph hereof, and no
opinion may be implied or inferred beyond those expressly stated.
Our opinion set forth below is limited to the laws of the State of Georgia,
and we do not express any opinion herein concerning any other laws.
Based on the foregoing, it is our opinion that the 250,000 shares of Common
Stock covered by the Registration Statement and to be issued pursuant to the
LTIP, when issued in accordance with the terms and conditions of the LTIP, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
ALSTON & BIRD LLP
By: /s/ Laura Thatcher
---------------------------
A Partner
-2-
