CARTER, LEDYARD & MILBURN COUNSELLORS AT LAW 2 WALL STREET NEW YORK, N.Y. 10005 ----------- (212) 732-3200 FAX: (212) 732-3232 Writer's Direct Dial (212)238-8605 March 25, 1998 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Tofutti Brands Inc. Dear Sirs: We have acted as counsel for Tofutti Brands Inc., a Delaware corporation (the "Corporation"), in connection with the adoption of the amendment of Tofutti Brands Inc. 1993 Stock Option Plan (the "Plan"), which provides for the issuance and sale of up to an additional 1,000,000 shares (the "Shares") of the Common Stock, par value $.01 per share, of the Corporation. We have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records and such other documents as we have deemed relevant as a basis for our opinion hereinafter expressed. Based on the foregoing, we are of the opinion that the Shares, when paid for in accordance with the terms of the Plan and the options granted thereunder, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Corporation's Registration Statement on Form S-8 relating to the Plan. Very truly yours, /s/Carter, Ledyard & Milburn SJG:es