Exhibit 5.1
Holland & Knight LLP
1 E. Broward Blvd., Suite 1300
Ft. Lauderdale, FL 33301
April 6, 2010
eDiets.com, Inc.
1000 Corporate Drive, Suite 600
Fort Lauderdale, FL 33334
Ladies and Gentlemen:
We have acted as special counsel to eDiets.com, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 5,275,000 shares of common stock, $0.001 par value per share, of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 (such Registration Statement, as amended from time to time, is herein referred to as the “Registration Statement”) and the related Prospectus and Prospectus Supplement (together with the Prospectus, the “Prospectus Supplement”) to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) under the Act. The Shares are to be sold to certain purchasers (the “Purchasers”) pursuant to Subscription Agreements (the “Subscription Agreements”), between the Company and each of the Purchasers. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In so acting, we have examined such documents, including the Registration Statement, the Prospectus Supplement, the Restated Certificate of Incorporation, as amended, and By-laws of the Company and certain resolutions of the Board of Directors of the Company relating to the registration of the Shares and related matters as we have considered necessary and appropriate for the purposes of the opinions set forth below.
In addition, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms and conditions of the Subscription Agreements, will be validly issued, fully paid and non-assessable.
This opinion is subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general applicability, affecting or limiting the rights of creditors, and general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).
The foregoing opinion is limited to the General Corporation Law of the State of Delaware, including all Delaware statutes, all Delaware court decisions and all provisions of the Delaware constitution that affect the interpretation of the General Corporation Law and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In addition, we consent to the reference to our name under the caption “Legal Opinions” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.
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| HOLLAND & KNIGHT LLP |
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| /s/ HOLLAND & KNIGHT LLP |
