Exhibit 5 Cooley Godward LLP Attorneys at Law August 24, 2000 Spectrum Organic Products, Inc. 133 Copeland Street Petaluma, CA 9492 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Spectrum Organic Products, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 4,500,000 shares of the Company's Common Stock, without par value, (the "Shares") pursuant to its 1995 Stock Option Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereof, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ Susan Cooper Philpot ------------------------- Susan Cooper Philpot SCP:sgg