EXHIBIT 5

                                September 9, 1999

Creative Bakeries, Inc.
20 Passaic Avenue
Fairfield, New Jersey 07004

Gentlemen:

      We refer to the Registration Statement on Form S-3 (the "Registration
Statement"), to be filed by you with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 891,250 shares of common stock, par value $.001 per share (the
"Shares"), of Creative Bakeries, Inc. (the "Company") for resale by the Selling
Shareholders (as set forth in the Registration Statement).

      We are qualified to practice law in the State of New York. We express no
opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York and the federal laws of the United
States of America.

      We have examined such documents as we considered necessary for the
purposes of this opinion and, as to matters of fact, have relied upon
certificates of the Company and its officers. Based on such examination, it is
our opinion that the Shares have been duly authorized and are legally issued,
fully-paid and non-assessable under the laws of the State of New York (the state
of incorporation of the Company).

      We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                    Very truly yours,

                                    PRYOR CASHMAN SHERMAN & FLYNN LLP