EX-5 3 spectrumexhib5-093003.txt OPINION OF LEGAL COUNSEL Exhibit 5 COOLEY GODWARD LLP ATTORNEYS AT LAW Broomfield, CO 720 566-4000 Palo Alto, CA One Maritime Plaza 650 843-5000 20th Floor San Francisco, CA Reston, VA 94111-3580 703 456-8000 Main 415 693-2000 San Diego, CA Fax 415 951-3699 858 550-4000 www.cooley.com SUSAN COOPER PHILPOT September 5, 2003 (415) 693-2078 philpotsc@cooIey.com Spectrum Organic Products, Inc. 5341 Old Redwood Highway, Suite 400 Petaluma, CA 94954 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Spectrum Organic Products, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 2,500,000 shares of the Company's Common Stock, without par value, ("the Shares") pursuant to its 1995 Stock Option Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Amended and Restated Articles of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY CODWARD LLP By: /s/ Susan Cooper Philpot ------------------------------- Susan Cooper Philpot scp:wp