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EXHIBIT 5
HODGSON, RUSS, ANDREWS, WOODS &
GOODYEAR, LLP One M&T Plaza,
Suite 2000
Buffalo, New York 14203
December 30, 1999
CVF Technologies Corporation
916 Center Street
Lewiston, New York 14092
Ladies and Gentlemen:
Re: Registration Statement on Form S-3
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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 (1) 2,333,333 shares of the Company's common stock, par value
$0.001 per share (the "Common Stock"), issuable upon conversion of the Company's
Series B Convertible Preferred Stock (the "Series B Preferred Stock") (the
"Conversion Shares"), (2) 420,000 shares of Common Stock, issuable as payment of
dividends with respect to the Series B Preferred Stock, representing the maximum
amount of dividends payable for three years assuming a market price for the
Common Stock of $1.50 per share (the "Dividend Shares"), (3) 215,384 shares of
Common Stock issuable on exercise of certain outstanding warrants (the
"Purchaser Warrants") issued in connection with the Series B Preferred Stock
(the "Purchaser Warrant Shares") and (4) 101,818 shares of Common Stock issuable
upon the exercise of warrants (the "Broker's Warrants") granted as a finders fee
on the offering of the Series B Preferred Stock (the "Broker's Warrant 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) the Securities Purchase Agreement dated October 8, 1999 between the Company
and The Shaar Fund Ltd. (the "Securities Purchase Agreement"), (b) the Purchaser
Warrants, (c) the Broker's Warrants, (d) the Registration Rights Agreement dated
October 8, 1999 between the Company and The Shaar Fund Ltd., (e) 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 (f) 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:
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1. The Conversion Shares have been duly authorized and reserved for issuance
and, when issued and delivered upon conversion of the Series B Preferred Stock,
will be validly issued, fully paid and non-assessable.
2. The Dividend Shares have been duly authorized and reserved for issuance
and, when issued and delivered as payment of dividends on the Series B Preferred
Stock, will be validly issued, fully paid and non-assessable.
3. The Purchaser Warrant Shares have been duly authorized and reserved for
issuance and, when issued and sold upon exercise of the Purchaser Warrants in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.
4. The Broker's Warrant Shares have been duly authorized and reserved for
issuance and, when issued and sold upon exercise of the Broker's Warrants in
accordance with the terms thereof, will be 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, ANDREWS, WOODS & GOODYEAR, LLP
By: /s/ John J. Zak
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John J. Zak