Exhibit 5


Synergy Brands Inc.
1175 Walt Whitman Road
Melville, NY 11747

                     Re: Registration Statement on Form S-3
                     --------------------------------------

Gentlemen:

     We have acted as special  counsel to Synergy Brands Inc. (the "Company") in
connection  with the  registration  under the Securities Act of 1933, as amended
(the "Act"),  of 475,000 shares of the Company's  Common Stock,  $.001 par value
(the  "Common  Stock"),  to be sold by certain  securityholders  of the Company,
including the holder of the Company's  Convertible  Term Notes due April 2, 2011
January 25,  2012 and June 21,  2012 (the  "Notes")  and  certain  Common  Stock
Purchase  Warrants (the "Warrants")  pursuant to a Registration  Statement to be
filed on Form S-3 (the "Registration Statement").

     In  rendering  the  opinion  set  forth  below,  we have  examined  certain
corporate records of the Company, including its Certificate of Incorporation, as
amended,  its  By-laws,  minutes  of  meetings  of its  Board of  Directors  and
shareholders  and  such  other   documents,   instruments  and  certificates  of
government officials and officers of the Company as we have deemed necessary.

     In  making  our  examination  as set  forth  above,  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 certified or photostatic copies, the authenticity of the originals of such
latter  documents,  the legal  capacity of all  natural  persons  executing  the
documents  and the  accuracy  and  completeness  of all  corporate  records made
available to us by the Company.

     We have made such  examination of the General  Corporation Law of the State
of Delaware  (including  the  applicable  statutory  provisions  and  applicable
provisions  of  the  State   constitution,   and  reported  judicial   decisions
interperting  those  laws)  as we have  deemed  relevant  for  purposes  of this
opinion,  but we have not  made any  review  of the laws of any  other  state or
jurisdiction.  Accordingly,  this opinion is limited to the General  Corporation
Law of the State of Delaware.



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

     1. The Company is validly  existing  as a  corporation  under said  General
Corporation Law; and

     2.  The  Shares  of  the  Common  Stock  to be  delivered  pursuant  to the
conversion or exercise of the Notes or the Warrants, as further described in the
Prospectus to be included in the  Registration  Statement,  are duly authorized,
and,  when  delivered  upon  conversion  of the Note and/or the  exercise of the
Warrants will be validly issued, fully paid and non-assessable.

     We consent to the filing of the  opinion as an exhibit to the  Registration
Statement  and the  reference to our firm in the  Registration  Statement in the
section entitled "Legal Matters".

                                                   Very truly yours,

                                                   By: /s/ Randall J. Perry
                                                  ---------------------------
                                                   RANDALL J. PERRY

March 6, 2006