May 13, 1997

Securities and Exchange Commission
Washington, D.C.

                    Re: Emily Annie, Inc.

To Whom It May Concern:

Emily Annie, Inc. (the "Company") is a corporation duly incorporated and 
validly existing and in good standing under the laws of the state of New 
York.  The Company has full corporate powers to own its property and conduct 
its business, as such business is described in the prospectus.  The Company is 
qualified to do business as a foreign corporation in good standing in every 
jurisdiction in which the ownership of property and the conduct of business 
requires such qualification.

This opinion is given in connection with the registration with the Securities 
and Exchange Commission of a minimum of twenty-five thousand (25,000) and a 
maximum of forty thousand (40,000) Units for sale in the Company's proposed 
public offering at a price of $5.00 per Unit.  Each Unit consists of one (1) 
share of Common Stock, one (1) Class A Warrant and one (1) Class B Warrant.  
Each Warrant may be exercised to purchase one share of Common Stock.  The 
Class A Warrants may be exercised for a period of three (3) years after the 
closing of the minimum offering, and the Class B Warrants may be exercised for 
a period of four (4) years after the closing of the minimum offering.  

We have acted as counsel to the Company in connection with the preparation of 
the Registration Statement on Form SB-2, pursuant to which such Units are 
being registered and, in so acting, we have examined the originals and copies 
of the corporate instruments, certificates and other documents of the Company 
and interviewed representatives of the Company to the extent we deemed it 
necessary in order to form the basis for the opinion hereafter set forth.  In 
such examination we have assumed the genuineness of all signatures and 
authenticity of all documents 


Securities and Exchange Commission
Page Two

submitted to me as certified or photostatic copies.  As to all questions of 
fact material to this opinion which have not been independently established, 
we have relied upon statements or certificates of officers or representatives 
of the Company.

Of the 40,000 Units being registered, the 40,000 shares being sold by the 
Company are now authorized but unissued shares and the 80,000 shares to be 
issued upon exercise of the Warrants are now authorized but unissued.

Based upon the foregoing I am of the opinion that:

     1.  The 40,000 shares of Common Stock of the Company being registered for 
sale by the Company, when issued and sold pursuant to this Registration 
Statement will be legally issued, fully paid and non-assessable and there will 
be no personal liability to the owners thereof.

     2.  The 40,000 Class A Warrants and the 40,000 Class B Warrants being 
registered with the Securities and Exchange Commission, when sold pursuant to 
this Registration Statement, will be legally issued, fully paid and 
non-assessable and there will be no personal liability to the owners thereof.

     3.  The 80,000 shares of Common Stock of the Company to be issued upon 
exercise of the Warrants being registered with the Securities and Exchange 
Commission, when sold pursuant to the this Registration Statement, will be 
legally issued upon exercise price therefor, fully paid and non-assessable 
with no personal liability to the owners thereof.

The undersigned hereby consents to the use of this opinion in connection with 
such Registration Statement and its inclusion as an exhibit accompanying such 
Registration Statement.

Very truly yours,



Schonfeld & Weinstein, L.L.P.