EXHIBIT J
Opinion of OFPI Counsel
1. Organic Food Products, Inc. ("OFPI") has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of California.
2. OFPI has the requisite corporate power to own, operate and lease its property
and assets and to conduct its business as it is currently being conducted. To
our knowledge, OFPI is qualified as a foreign corporation to do business and is
in good standing in each jurisdiction in the United States in which the
ownership of its property or the conduct of its business requires such
qualification except where the failure to so qualify would not materially and
adversely affect OFPI's business, financial condition and results of operations,
taken as a whole.
3. All corporate action on the part of OFPI, its Board of Directors and its
shareholders necessary for the authorization, execution and delivery of the
Merger Agreement by OFPI and the performance of OFPI's obligations under the
Merger Agreement has been taken. The Merger Agreement has been duly and validly
authorized, executed and delivered by OFPI and constitutes the valid and binding
agreement of OFPI enforceable against OFPI in accordance with its terms, except
as rights to indemnity under section 9.4 of the Merger Agreement may be limited
by applicable law and except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws affecting creditors' rights, and subject to general equity principles and
to limitations on availability of equitable relief, including specific
performance.
4. The authorized capital stock of OFPI consists of (i) __________________
shares of Common Stock, no par value, of which _________ shares have been issued
and are outstanding immediately prior to the Closing, (ii) 5,000,000 shares of
Preferred Stock, no par value, none of which are outstanding immediately prior
to the Closing. To our knowledge, except as expressly set forth in the Merger
Agreement (including the OFPI Disclosure Schedule), there are no options,
warrants, conversion privileges, or other rights presently outstanding to
purchase any authorized but unissued capital stock of OFPI. Except for
______________, there are no voting agreements, co-sale rights or rights of
first refusal applicable to any of OFPI's outstanding capital stock under OFPI's
Articles of Incorporation, Bylaws or any Material OFPI Contract disclosed in
Part 3.9(b) and Part 3.11(a) of the OFPI Disclosure Schedule.
5. The execution, delivery and performance by OFPI of the Merger Agreement and
the consummation by OFPI of the Merger as provided therein will not violate any
provision of OFPI's Articles of Incorporation or Bylaws, and do not constitute a
material default (or give rise to any right of termination, cancellation or
acceleration) under any provision of any Material OFPI Contract disclosed in
Part 3.9(b) and Part 3.11(a) of the OFPI Disclosure Schedule and do not violate
or contravene (A) to our knowledge, any governmental statute, rule or regulation
applicable to OFPI or (B) any order, writ, judgment, injunction, decree,
determination or award which has been entered against OFPI and of which we are
aware, the violation or contravention of which would have a material adverse
effect on OFPI's business, financial condition and results of operations, taken
as a whole.
6. To our knowledge, there is no action, proceeding or investigation pending or
threatened in writing against OFPI before any court or administrative agency
that questions the validity of the Merger Agreement or might result in a
material adverse change in OFPI's business, financial condition and results of
operations, taken as a whole.
7. All consents, approvals, authorizations, or orders of, and filings,
registrations, and qualifications with any regulatory authority or governmental
body in the United States required to be obtained prior to the Closing in
connection with OFPI's execution, delivery and performance of the Merger
Agreement and the consummation by OFPI of the Merger as contemplated therein
have been made or obtained, other than the filing of the Certificate of Merger
with the Secretary of State of the State of California as contemplated by
Section 1.3 of the Merger Agreement.
8. The Merger Agreement has been duly authorized by OFPI's Board of Directors
and its shareholders and, assuming compliance by OFPI with all requirements of
applicable law and the Merger Agreement necessary to effect the Merger, upon
filing of the Certificate of Merger with and acceptance by the Secretary of
State of the State of California, the Merger will be effective.
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