[LETTERHEAD OF CUTLER LAW GROUP]
November 13, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Creative Host Services, Inc.
Ladies and Gentlemen:
This office represents Creative Host Services, Inc., a California
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-3 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the resale of up to 625,000 shares by certain
selling shareholders upon conversion of debentures, up to an additional 125,000
shares registered in connection with the resale of shares issuable upon exercise
of certain warrants and an additional 103,638 shares for resale in accordance
with agreements between the Registrant and other selling shareholders (the
"Registered Securities"). In connection with our representation, we have
examined such documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-3 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Cutler Law Group
CUTLER LAW GROUP
