[LETTERHEAD OF MILLING LAW OFFICES]

                                      December 4, 1997

All American Food Group, Inc.
9 Law Drive
Fairfield, New Jersey 07006

Gentlemen:

     We are members of the bar of the State of New Jersey.  For that reason, you
have requested our opinion for the use of All American Food Group, Inc., a New
Jersey corporation (the "Company"), in connection with your Registration
Statement under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder.  Your Registration Statement is intended to
register 3,736,767 shares of the common stock of the Company issuable upon the
conversion of $2,600,000 principal amount of its 6% convertible debentures, 
2,235,000 shares of common stock of the Company issuable upon the exercise of 
its common stock purchase warrants and 638,462 shares of common stock of the
Company issuable upon conversion of its Series D Preferred Stock.

     We have examined the Company's Registration Statement on Form SB-2 in the
form to be filed with the Securities and Exchange Commission on or about
December 4, 1997 (the "Registration Statement").  We further have examined such
corporate records of the Company as we deemed relevant to the opinion hereafter
expressed.

     Based on the foregoing examination, we are of the opinion that, under New
Jersey law, upon issuance and receipt by the Company of the consideration in the
amount and in the manner described in the Registration Statement, the shares of
common stock covered by the Registration Statement will be legally issued, fully
paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                      Very truly yours,

                                      MILLING LAW OFFICES

                                      By: /s/ John L. Milling
                                          JOHN L. MILLING