September 8, 2000
New World Coffee-Manhattan Bagel, Inc.
246 Industrial Way West
Eatontown, NJ 07724
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration of 2,106,511 shares of common stock,
par value $.001 per share (the "Common Shares") of New World Coffee - Manhattan
Bagel, Inc. (the "Company") with the Securities and Exchange Commission on a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the sales, if any, of the Common Shares by the selling securityholders, we have
examined such documents, records and matters of law as we have considered
relevant. Based upon such examination and upon our familiarity as counsel for
the Company with its general affairs, it is our opinion that:
The Common Shares being registered are legally issued, fully-paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ruskin, Moscou, Evans & Faltischek, P.C.
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RUSKIN, MOSCOU, EVANS & FALTISCHEK, P.C.
