EXHIBIT 5.1
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER, 65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(212) 451-2300
FACSIMILE (212) 451-2222
www.olshanlaw.com
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NEW JERSEY OFFICE
2001 ROUTE 46, SUITE 202
PARSIPPANY, NEW JERSEY 07054
(973) 335-7400
FACSIMILE (973) 335-8018
May 5, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Water Chef, Inc.
Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel to Water Chef, Inc., a Delaware corporation
(the "Company"), in connection with the filing of its registration statement on
Form SB-2 (the "Registration Statement") relating to 97,291,136 shares (the
"Shares") of its common stock, $.001 par value per share (the "Common Stock"),
as more particularly described in the Registration Statement.
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Registration Statement, the
Prospectus forming a part thereof (the "Prospectus"), the Certificate of
Incorporation, By-laws and corporate proceedings of the Company, and such other
documents, instruments and certificates of officers and representatives of the
Company and of public officials, and we have made such examination of law, as we
have deemed appropriate as the basis for the opinion hereinafter expressed. In
making such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies.
Based upon the foregoing, we are of the opinion that the Shares
currently held by the selling securityholders set forth in the Registration
Statement are duly and validly issued, fully paid and non-assessable. In
addition, based upon the foregoing, we are of the opinion that the Shares
issuable upon the exercise of the warrants described in the Registration
Statement and the Shares issuable upon conversion of the Company's Series C
convertible preferred stock and Series F convertible preferred stock, when
Securities and Exchange Commission
May 5, 2005
Page 2
issued and paid for in accordance with the terms and conditions set forth in the
Registration Statement will be duly and validly issued, fully paid and
non-assessable.
We express no opinion as to any laws other than the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to our firm under the caption
"Legal Matters" in the Prospectus.
We advise you that this firm and a member of this firm are
stockholders of the Company.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
