EXHIBIT 5



                                HODGSON RUSS LLP
                            One M&T Plaza, Suite 2000
                             Buffalo, New York 14203




                                January 26, 2001




CVF Technologies Corporation
916 Center Street
Lewiston, New York  14092

Ladies and Gentlemen:

     Re:  Registration Statement on Form S-3

     We are  delivering  this  opinion at your  request in  connection  with the
registration  by  CVF   Technologies   Corporation  (the  "Company")  under  the
Securities  Act of 1933, as amended (the "Act"),  and the rules and  regulations
thereunder, of 879,584 shares of Common Stock issued in a private placement (the
"Shares") for sale by the selling security holders  identified in the prospectus
(the "Prospectus") forming a part of the above-referenced registration statement
(the "Registration Statement").

     The  opinions set forth in this letter are based upon (1) our review of (a)
that certain Exchange Agreement dated as of November 10, 2000,(b) originals,  or
copies  authenticated  to  our  satisfaction,   of  the  Company's  Articles  of
Incorporation, as amended, its Bylaws, as amended, and records of certain of its
corporate proceedings and (c) such other certificates,  opinions and instruments
we have deemed  necessary  and (2) our review of published  sources of law as we
have deemed necessary.

     Subject to the  qualifications  set forth in this letter, it is our opinion
that:

     The Shares have been duly authorized and are validly issued, fully paid and
non-assessable.


     We  hereby  consent  to the  filing  of this  letter  as  Exhibit  5 to the
Registration  Statement and the reference to this firm in the  Prospectus  under
the caption "Legal Matters".

                              Very truly yours,

                              HODGSON RUSS LLP

                              By: /s/ John J. Zak
                                 ---------------------
                                 John J. Zak