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EXHIBIT 5.1
OPINION OF HUGHES & LUCE, L.L.P.
[HUGHES & LUCE, L.L.P. LETTERHEAD]
1717 Main Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500
September 7, 2000
Fresh America Corp.
6600 LBJ Freeway
Suite 180
Dallas, Texas 75240
Gentlemen:
We have acted as special counsel to Fresh America Corp., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 300,000 shares of the
Company's common stock, par value $.01 per share (the "Warrant Shares"),
issuable upon exercise of the Company's Common Stock Purchase Warrants (the
"Warrants") held by the Selling Shareholders (the "Selling Shareholders")
described in the Registration Statement of the Company on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on or about September 7, 2000.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that the Warrants have
been duly and validly authorized and reserved for issuance and, when the Warrant
Shares are issued in accordance with the terms of the Warrants, the Warrant
Shares will be validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the validity
of such shares of common stock under the caption "Legal Matters" in the
prospectus that constitutes a part of the Registration Statement. In giving this
consent, we do not admit that we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
