Exhibit 5.1
Robert H. Jaffe & Associates, P.A.
8 Mountain Avenue Tel. 973.467.2246
Springfield, New Jersey Fax 973.467.5708
August 4, 2003
Suncoast Naturals, Inc.
5422 Carrier Drive
Orlando, Florida 32819
Re: Suncoast Naturals, Inc.; Registration Statement on Form Sb-2,
Registration No. 333-
Ladies and Gentlemen:
On the date hereof, Suncoast Naturals, Inc., a Delaware corporation
(the "Company"), intends to transmit to the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form SB-2 (the "Registration
Statement"), relating to 1,850,000 shares of the Company's common stock, $ .001
par value per share (the "Common Stock"), consisting of 750,000 shares of Common
Stock outstanding (the "Outstanding Shares") and 1,100,000 shares of Common
Stock issuable upon exercise of certain warrants (the "Warrant Shares," and
together with the Outstanding Shares, the "Shares"). This opinion is an exhibit
to the Registration Statement.
We have at times acted as special counsel to the Company with respect
to certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on behalf
of the Company in connection with the proposed offering as contemplated by the
Registration Statement. However, we are not general counsel to the Company and
would not ordinarily be familiar with or aware of matters relating to the
Company unless they are brought to our attention by its representatives.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified, or otherwise identified to our
satisfaction, of the Registration Statement, the Certificate of Incorporation
and Bylaws of the Company, the records of corporate proceedings of the Company
and such other statutes, certificates, instruments and such other documents
relating to the Company and matters of law as we have deemed necessary to the
issuance of this opinion. In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and all public records reviewed are accurate and
complete. As to factual matters, we have relied upon statements or
representations of officers and other representatives of the Company, public
officials or others and have not independently verified the matters stated
therein. Insofar as this opinion relates to securities to be issued in the
future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance are the same as such laws, rules and
regulations in effect as of the date hereof.
Suncoast Naturals, Inc.
August 4, 2003
Page 2
Based upon the foregoing, and subject to and in reliance on the
accuracy and completeness of the information relevant thereto provided to us, we
are of the opinion that (a) the Outstanding Shares have been duly authorized
and, subject to the effectiveness of the Registration Statement and compliance
with applicable state securities laws, are legally and validly issued, fully
paid and non-assessable shares of Common Stock, and (b) the Warrant Shares have
been duly authorized and, subject to the effectiveness of the Registration
Statement and compliance with applicable state securities laws, when issued and
paid for in accordance with the terms set forth in the respective warrant
agreements relating to the Warrant Shares, will be legally and validly issued,
fully paid and non-assessable.
We call your attention to the fact that the members of this Firm who
worked on the transactions contemplated herein are not licensed to practice law
in any jurisdiction other than the State of New Jersey. To the extent the laws
of Delaware are or may be applicable in rendering the foregoing opinion, our
opinion is based solely upon our assumption that the laws of the State of New
Jersey are the same as those of Delaware. Accordingly, except as provided in the
preceding sentence, we express no opinion with respect to the laws of any
jurisdiction other than the State of New Jersey and the federal laws of the
United States typically applicable to transactions of the type contemplated by
the Registration Statement. Without limiting the generality of the foregoing, we
also express no opinion concerning compliance with the laws or regulations of
any other jurisdiction or jurisdictions. We assume no obligation to supplement
this opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the
date hereof. We express no opinion as to the application of securities or "Blue
Sky" laws of any state, including the State of Delaware and the State of New
Jersey, to the offer and/or sale of the Shares.
The opinion expressed in this letter is solely for the use of the
Company in connection with the Registration Statement. This opinion may not be
relied on by any other person or in any other connection without our prior
written approval. The opinion expressed in this letter is limited to the matters
set forth herein, and no other opinion should be inferred beyond the matters
expressly stated.
Suncoast Naturals , Inc.
August 4, 2003
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Registration Statement. In giving the foregoing consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/Robert H. Jaffe
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ROBERT H. JAFFE, ESQ.