EXHIBIT 5.1

                                                                    May 11, 2004


Board of Directors
Integrated BioPharma, Inc.
225 Long Avenue
Hillside, New Jersey  07205

Ladies and Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-3 (No. 333-_____) filed by Integrated BioPharma, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") on May 7, 2004, (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 2,616,250 shares (the "Shares") of the
common stock, par value $.002 per share (the "Common Stock"), of the Company by
various selling stockholders of the Company, as identified in greater detail in
the Registration Statement.

         We have examined such records and documents and have made such
examination of law as we considered necessary to form a basis for the opinions
set forth herein. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with the originals of all documents submitted to us as copies
thereof. Based upon such examination, it is our opinion that the Shares issuable
upon conversion of the outstanding and issuable preferred stock and exercise of
the outstanding and issuable warrants, when issued, delivered and paid for in
accordance with the provisions of the outstanding preferred stock and
outstanding warrants, will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus. In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or
under the Rules.


                                                         Sincerely,


                                                         GREENBERG TRAURIG, LLP