EX-5.1 2 frozenfood_ex0501.htm OPINION OF BAKER & MCKENZIE LLP Opinion of Baker & McKenzie LLP
Exhibit 5.1


 
Baker & McKenzie LLP
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

 
June 29, 2007
 
Board of Directors
Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas 75247-4309

Ladies and Gentlemen:
 
We have acted as securities counsel for Frozen Food Express Industries, Inc. (the "Company") in connection with its filing with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the issuance of up to 2,200,000 shares of its common stock, par value $1.50 per share (the "Shares"), under the Amended and Restated Frozen Food Express Industries, Inc. 2005 Stock Incentive Plan (the "Plan").

We have reviewed a copy of the Plan and we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.

Based upon and subject to the foregoing, we are of the opinion that:

The Shares, when issued in accordance with the terms of the Plan, and upon payment of the exercise price, if any, in accordance with the terms of the Plan, and assuming no change in the applicable law or facts, will be validly issued, fully paid and non-assessable.
 
The opinions expressed above are limited to the laws of the State of Texas and the federal laws of the United States of America.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,

/s/ Baker & McKenzie LLP
 
BAKER & McKENZIE LLP