EXHIBIT 5.2

                                    EXHIBIT H

                           Opinion of Company Counsel

1. Spectrum  Naturals,  Inc. (the "Company") has been duly  incorporated  and is
validly  existing as a corporation  in good standing under the laws of the State
of California.

2. The Company 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,  the Company 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 the Company's business,  financial condition and results of
operations, taken as a whole.

3. All corporate  action on the part of the Company,  its Board of Directors and
its shareholders necessary for the authorization,  execution and delivery of the
Merger Agreement by the Company and the performance of the Company's obligations
under the Merger  Agreement has been taken.  The Merger  Agreement has been duly
and validly  authorized,  executed and delivered by the Company and  constitutes
the valid and binding agreement of the Company  enforceable  against the Company
in accordance with its terms, except as rights to indemnity under section 9.5 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 the Company consists of (i) 100,000 shares of
Common Stock, no par value,  of which _________  shares have been issued and are
outstanding  immediately  prior to the  Closing,  (ii)  _____________  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 Company  Disclosure  Schedule),  there are no options,
warrants,  conversion  privileges,  or other  rights  presently  outstanding  to
purchase any  authorized but unissued  capital stock of the Company.  Except for
______________,  there are no  voting  agreements,  co-sale  rights or rights of
first refusal applicable to any of the Company's outstanding capital stock under
the Company's Articles of Incorporation, Bylaws or any Material Company Contract
disclosed in Part 2.9 and Part 2.11(a) of the Company Disclosure Schedule.

5.  The  execution,  delivery  and  performance  by the  Company  of the  Merger
Agreement and the  consummation by the Company of the Merger as provided therein
will not violate any provision of the  Company'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
Company  Contract  disclosed  in  Part  2.9  and  Part  2.11(a)  of the  Company
Disclosure  Schedule and do not violate or contravene (A) to our knowledge,  any
governmental  statute,  rule or regulation  applicable to the Company or (B) any
order, writ, judgment, injunction, decree, determination or award which has been
entered  against  the  Company  and of  which we are  aware,  the  violation  or



contravention  of which would have a material  adverse  effect on the  Company'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 the Company  before any court or  administrative
agency that questions the validity of the Merger  Agreement or might result in a
material  adverse  change in the  Company'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 the Company's execution,  delivery and performance of the Merger
Agreement  and the  consummation  by the  Company 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 the  Company's  Board of
Directors and its shareholders and, assuming  compliance by the Company 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.

                                       2