Exhibit 5.1

                       MORSE, ZELNICK, ROSE & LANDER, LLP
                                 405 PARK AVENUE
                            NEW YORK, NEW YORK 10022

                                 (212) 838-1177

                                 October 5, 2006

Vaughan Foods, Inc.
216 N.E. 12th Street
Moore, Oklahoma 73160

Dear Sirs:

We have acted as counsel to Vaughan Foods, Inc., an Oklahoma corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-1 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), to register
the offering by the Company, including securities which may be issued on the
exercise of the over-allotment option, of:


(a) 5,750,000 units (the "Units"), each consisting of one share of the Company's
common stock, $.001 par value (the "Common Stock"), one Class A warrant (a "
Class A Warrant") to purchase one share of Common Stock, and one Class B warrant
(a "Class B Warrant") to purchase one share of Common Stock; (b) 5,750,000
shares of Common Stock included in the Units; (c) 5,750,000 Class A Warrants;
(d) 5,750,000 Class B Warrants; (e) 5,750,000 shares of Common Stock underlying
the Class A Warrants; (f) 5,750,000 shares of Common Stock underlying the Class
B Warrants; (g) the warrants to be issued to the representative of the several
underwriters to purchase up to 500,000 units identical to the Units (the
"Representative's Warrants"); (h)500,000 units underlying the Representative's
Warrants; (i) 500,000 shares of Common Stock underlying the units underlying the
Representative's Warrant; (j) 500,000 Class A warrants underlying the units
underlying the Representative's Warrant; (k) 500,000 Class B warrants underlying
the units underlying the Representative's Warrant; (l) 500,000 shares of Common
Stock underlying the Class A warrants underlying the units underlying the
Representative's Warrant; (m) 500,000 shares of Common Stock underlying the
Class B warrants underlying the units underlying the Representative's Warrant;
and (n) any additional securities issued pursuant to Rule 462(b) of the Act. The
securities described in clauses (a) through (n) above are hereinafter referred
to as the "Securities."

In this regard, we have reviewed the Company's Certificate of Incorporation, as
amended, resolutions adopted by the Company's Board of Directors, the
Registration Statement, the exhibits to the Registration Statement and such
other records, documents, statutes and decisions, as we have deemed relevant in
rendering this opinion. Based upon the foregoing, we are of the opinion that the
Securities (i) have been duly and validly authorized for issuance; (ii) when
issued as contemplated by the Registration Statement and, in the case of those
Securities underlying warrants, when issued in accordance with the terms of the
applicable warrants, will be legally issued, fully paid and non-assessable. All
of the warrants included in the Securities, including without limitation the
warrants referred to in clauses (c), (d), (g), (j) and (k) above will, when
issued as contemplated in the warrant agreement attached as an exhibit to the
Registration Statement, be validly issued and constitute a legally valid and
binding obligation of the Company.




This opinion is limited to (i) the federal laws of the United States of America,
including statutory provisions and reported judicial decisions interpreting
those laws and (ii) the laws of the State of Oklahoma, including statutory
provisions, applicable provisions of the Oklahoma Constitution and reported
judicial decisions interpreting those laws.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm in the related prospectus under the
heading "Legal Matters." In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.

                                        Very truly yours,


                                        /s/ Morse, Zelnick, Rose & Lander
                                        ---------------------------------
                                        Morse, Zelnick, Rose & Lander LLP