EXHIBIT 5
TO
REGISTRATION STATEMENT ON FORM SB-2
-----------------------------------
OPINION AND CONSENT OF COUNSEL WITH RESPECT TO THE
LEGALITY OF THE SECURITIES BEING REGISTERED
Enterprise Law Group, Inc.
MENLO OAKS CORPORATE CENTER TELEPHONE: (415) 462-4700
4400 BOHANNON DRIVE, SUITE 280 FACSIMILE: (415) 462-4747
MENLO PARK, CALIFORNIA 94025-1041 EMAIL: info@enterpriselaw.com
November 4, 1996
Mendocino Brewing Company, Inc.
P.O. Box 400
13351 South Highway 101
Hopland, CA 95449
Gentlemen:
We have acted as counsel to Mendocino Brewing Company, Inc., a
California corporation (the "Corporation") in connection with the preparation of
the Registration Statement on Form SB-2, which will be filed with the Securities
and Exchange Commission (the "Commission") on or about November 4, 1996 by the
Corporation under the Securities Act of 1933, as amended (the "Act"), and the
Prospectus to be used in conjunction therewith (the "Registration Statement"),
for registration under the Act of an aggregate of 600,000 shares of the
Corporation's no par value common stock (the "Shares"). This Opinion Letter is
provided to you pursuant to Item 5.1 of the Registration Statement. Except as
otherwise indicated herein, capitalized terms used in this Opinion Letter are
defined as set forth in the Accord (see below).
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage, and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The law covered by the opinions
expressed herein is limited to the Law of the State of California.
In connection with rendering this Opinion Letter, we have made
inquiries regarding such matters of fact and law as we believe law firms
ordinarily and customarily make and rely upon in connection with letters such as
this.
We advise you that Nelson D. Crandall, a principal of this law firm
who has actively participated in the preparation of this Opinion Letter, owns
100 shares of the common stock of the Corporation.
Based upon and subject to the foregoing, we are of the opinion that
when issued and delivered against payment therefor in accordance with the
Registration Statement, the Shares will be validly issued, fully paid, and
nonassessable.
This Opinion Letter may be filed as an exhibit to the Registration
Statement. We consent to the reference to this firm as having passed on the
validity of the Shares under the caption "Legal Matters" in the Prospectus
contained in the Registration Statement. In
EXHIBIT 5
Mendocino Brewing Company, Inc.
November 4, 1996
Page 2 of 2
giving this consent, we make no admission that this firm is included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Enterprise Law Group, Inc.
NDC:wp
Ex05.doc
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EXHIBIT 5