Exhibit 5
Synergy Brands Inc.
1175 Walt Whitman Road
Melville, NY 11747
Re: Registration Statement on Form S-3
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Gentlemen:
We have acted as special counsel to Synergy Brands Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 475,000 shares of the Company's Common Stock, $.001 par value
(the "Common Stock"), to be sold by certain securityholders of the Company,
including the holder of the Company's Convertible Term Notes due April 2, 2011
January 25, 2012 and June 21, 2012 (the "Notes") and certain Common Stock
Purchase Warrants (the "Warrants") pursuant to a Registration Statement to be
filed on Form S-3 (the "Registration Statement").
In rendering the opinion set forth below, we have examined certain
corporate records of the Company, including its Certificate of Incorporation, as
amended, its By-laws, minutes of meetings of its Board of Directors and
shareholders and such other documents, instruments and certificates of
government officials and officers of the Company as we have deemed necessary.
In making our examination as set forth above, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of the originals of such
latter documents, the legal capacity of all natural persons executing the
documents and the accuracy and completeness of all corporate records made
available to us by the Company.
We have made such examination of the General Corporation Law of the State
of Delaware (including the applicable statutory provisions and applicable
provisions of the State constitution, and reported judicial decisions
interperting those laws) as we have deemed relevant for purposes of this
opinion, but we have not made any review of the laws of any other state or
jurisdiction. Accordingly, this opinion is limited to the General Corporation
Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is validly existing as a corporation under said General
Corporation Law; and
2. The Shares of the Common Stock to be delivered pursuant to the
conversion or exercise of the Notes or the Warrants, as further described in the
Prospectus to be included in the Registration Statement, are duly authorized,
and, when delivered upon conversion of the Note and/or the exercise of the
Warrants will be validly issued, fully paid and non-assessable.
We consent to the filing of the opinion as an exhibit to the Registration
Statement and the reference to our firm in the Registration Statement in the
section entitled "Legal Matters".
Very truly yours,
By: /s/ Randall J. Perry
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RANDALL J. PERRY
September 6, 2005