Exhibit 5.1

               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

                              One Financial Center
                           Boston, Massachusetts 02111
                                                                617 542 6000
                                                                617 542 2241 fax


                                  June 7, 2002

Opta Food Ingredients, Inc.
25 Wiggins Avenue
Bedford, MA 01730


Ladies and Gentlemen:

     We have acted as counsel to Opta Food Ingredients, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), pursuant to which the Company is registering an
additional Two Hundred and Fifty Thousand (250,000) shares (the "Shares") of its
common stock, $.01 par value per share (the "Common Stock"), under the Company's
Amended and Restated Employee Stock Purchase Plan (the "Plan"). This opinion is
being rendered in connection with the filing of the Registration Statement. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.

     In connection with this opinion, we have examined the Company's Amended and
Restated Certificate of Incorporation and By-Laws, both as currently in effect;
such other records of the corporate proceedings of the Company and certificates
of the Company's officers as we have deemed relevant; and the Registration
Statement and the exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, 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 and the authenticity of the
originals of such copies.

     Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly and validly authorized by the Company and (ii) the Shares, when sold
in accordance with the provisions of the Plan, will be duly and validly issued,
fully paid and non-assessable shares of the Company.

     Our opinion is limited to applicable provisions of the Delaware
Constitution and the General Corporation Law of the State of Delaware ("Delaware
Law") and judicial decisions interpreting Delaware Law, and we express no
opinion with respect to the laws of any other jurisdiction. No opinion is
expressed herein with respect to the qualification of the Shares under the
securities or blue sky laws of any state or any foreign jurisdiction.



June 7, 2002
Page 2


     We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.

                                           Very truly yours,


                                           /s/ MINTZ, LEVIN, COHN,
                                           FERRIS,GLOVSKY AND POPEO,
                                           P.C.

                                           MINTZ, LEVIN, COHN, FERRIS,
                                            GLOVSKY AND POPEO, P.C.