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EXHIBIT 5.1
October 8, 1997
Signature Brands USA, Inc.
7005 Cochran Road
Glenwillow, Ohio 44139-4312
We are familiar with the proceedings taken and proposed to be
taken by Signature Brands USA, Inc., a Delaware corporation (the "Company"),
with respect to 270,000 shares of Common Stock, $.01 par value (the "Shares"),
of the Company, to be offered and sold from time to time pursuant to the
Company's 1997 Stock Option and Incentive Plan (the "Plan"). As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Shares
under the Securities Act of 1933, as amended.
In this connection, we have examined such documents, records
and matters of law as we have deemed necessary or advisable to render the
opinion contained herein. Based upon our examination and inquiries, we are of
the opinion that the Shares, when issued and sold pursuant to the terms and
conditions of the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly, or relied
upon by any other person for any purpose without the express written consent of
the undersigned.
The opinion expressed in this letter is limited to matters of
the Delaware General Corporation Law, and we express no view as to the effect of
any other law on the opinion set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/S/ Calfee, Halter & Griswold LLP
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CALFEE, HALTER & GRISWOLD LLP