Exhibit 5
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
June 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Hain Celestial Group, Inc.
Post-Effective Amendment No. 1 to
S-4 Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to The Hain Celestial Group, Inc. (the
"Company") in connection with the preparation of the Company's Post-Effective
Amendment to Form S-4 on Form S-8 (the "Amendment") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended. The Amendment covers an aggregate of 1,610,670 shares of the common
stock of the Company, $.01 par value (the "Common Stock"), to be offered under
the Celestial Seasonings, Inc. 1993 Long Term Incentive, the Celestial
Seasonings, Inc. 1994 Non-Employee Director Plan, a Stock Option Agreement dated
July 8, 1993 between Celestial and Ron Davis, an Option Agreement dated June 13,
1997 between Celestial and Mo Siegel and a Stock Option Agreement dated June 16,
1997 between Celestial and Stephen B. Hughes (collectively, the "Plans") in
connection with the merger (the "Merger") and related transactions contemplated
in the Agreement and Plan of Merger dated March 5, 2000 (the "Merger Agreement")
between the Company and Celestial Seasonings, Inc.
In rendering the opinions set forth herein, we have examined originals,
photocopies or conformed copies certified to our satisfaction of all such
corporate records, agreements, instruments and documents of the Company,
certificates of public officials and other certificates and opinions, and we
have made such other investigations, as we have deemed necessary in connection
with the opinions set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
photocopies or conformed copies.
Based on the foregoing, we advise you that in our opinion, the shares of
Common Stock of the Company offered upon the exercise of options under the
Plans, will be legally issued, fully paid and nonassessable.
We are members of the bar of the State of New York, and in rendering this
opinion we express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the State of Delaware and the Federal laws of the
United States of America.
We hereby consent to the filing of a copy of this opinion with the
Commission as an exhibit to the Amendment referred to above.
Very truly yours,
/s/ Cahill Gordon & Reindel
