Exhibit 5.1






                                November 20, 2000



Mr.  Marc  Ivan  Berens
Berens  Industries,  Inc.
701  N.  Post  Oak  Road,  Suite  350
Houston,  Texas  77024


     Re:     Berens  Industries,  Inc.
             Registration  Statement  on  Form  S-8

Gentlemen:

     We  have  represented  Berens  Industries,  Inc.,  a  Nevada  corporation
("Company"),  in  connection  with  the  preparation of a registration statement
filed  with  the  Securities  and Exchange Commission on Form S-8 ("Registration
Statement")  relating  to  the  proposed  issuance  of  up  to  3,018,600 shares
("Shares")  of  the  Company's  common stock, par value $.001 per share ("Common
Stock")  upon  the exercise of options and issuance of awards issued pursuant to
certain agreements ("Plans") attached as exhibits to the Registration Statement.
In  this  connection,  we  have  examined  originals or copies identified to our
satisfaction  of  such documents, corporate and other records, certificates, and
other  papers  as  we  deemed necessary to examine for purposes of this opinion,
including  but not limited to the Plans, the Certificate of Incorporation of the
Company, the Bylaws of the Company, and resolutions of the Board of Directors of
the  Company.

     We  are of the opinion that the Shares will be, when issued pursuant to the
Plans,  legally  issued,  fully  paid  and  nonassessable.

     We  hereby  consent  to  the  filing  of  this Opinion as an Exhibit to the
Registration  Statement.

                     Very  truly  yours,

                     BREWER  &  PRITCHARD,  P.C.

                     [SIGNATURE  OF  BREWER  &  PRITCHARD,  P.C.  APPEARS  HERE]