Exhibit 5.1 Legal Opinion
May 21, 2008
Marani Brands, Inc.
13152 Raymer Street, Suite 1A
North Hollywood, CA 91605
Re Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about May 21, 2008 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,000,000 shares of your Common Stock, par value $0.001 per share (the “Shares”), reserved for issuance under the Marani Brands, Inc. 2008 Stock Option Plan (the “Plan”). I have examined the proceedings taken and am familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is my opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement and any amendments thereto.
| Sincerely yours, | |
| /s/ Roy D. Toulan, Jr | |
| Roy D. Toulan, Jr., Esq. |