October 26, 2000
Poore Brothers, Inc.
3500 South La Cometa Drive
Goodyear, Arizona 85338
Re: Registration Statement on Form S-8
Dear Sir or Madam:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Poore Brothers, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration under
the Securities Act of shares of the Company's common stock, par value $.01 per
share (the "Common Stock"). The following securities are being registered
pursuant to the Registration Statement: (i) 500,000 shares of Common Stock (the
"Plan Shares") reserved for issuance upon the exercise of stock options granted
or available for future grant under the Poore Brothers, Inc. 1995 Stock Option
Plan (the "Plan") and (ii) 1,000,000 shares of Common Stock (the "Non-Qualified
Option Shares") issuable upon the exercise of stock options granted to certain
affiliates of the Company pursuant to Non-Qualified Stock Option Agreements
entered into by and between the Company and such persons. The Plan Shares and
the Non-Qualified Option Shares are hereinafter sometimes referred to
collectively as the "Shares."
In connection with this opinion, we have examined copies of (i) the
Certificate of Incorporation, as amended to date, and the By-laws of the Company
and (ii) certain resolutions of the Board of Directors of the Company including,
without limitation, resolutions relating to (A) the Registration Statement and
(B) an amendment to the Plan which has been approved by the Board of Directors
and Stockholders of the Company, pursuant to which the number of shares of
Common Stock reserved for issuance under the Plan was increased by 500,000, from
1,500,000 to 2,000,000 (the "Plan Amendment"). We have also examined originals,
photostatic or certified copies of such records of the Company, certificates of
officers of the Company and of public officials and such other documents as we
have deemed relevant and necessary as the basis for the opinion set forth below.
In such examinations, we have assumed the completion of all requisite corporate
actions and authorizations (including, without limitation, those relating to the
approval of the Plan Amendment) prior to the effectiveness of the Registration
Statement, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all copies
submitted to us as certified, conformed or photostatic copies, and the
authenticity of all originals of such copies. We have also examined and relied
upon representations, statements or certificates of public officials and
officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares have
been validly authorized for issuance and sale and will, when duly issued and
sold as contemplated by the Registration Statement, be validly issued,
fully-paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Delaware, and we express no opinion as to
the effect of the laws of any other jurisdiction.
We consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the Prospectus
constituting a part of the Registration Statement.
Very truly yours,
/s/ Cobb & Eisenberg LLC
