8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2012

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THE HAIN CELESTIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

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Delaware	0-22818	22-3240619
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

58 South Service Road, Melville, NY 11747

(Address of principal executive offices)

Registrant’s telephone number, including area code: (631) 730-2200

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01    Other Events

Item 8.01 Other Events

On December 21, 2012, The Hain Celestial Group, Inc. (“Hain Celestial”), Hain BPC, Inc., a wholly owned subsidiary of Hain Celestial (“Hain BPC”), Zoe Sakoutis, LLC (“Zoe LLC”), BluePrintWholesale LLC, (“BPW LLC”), BluePrintCleanse LLC, (together with Zoe LLC and BPW LLC, the “Sellers,”), and Zoe Sakoutis and Erica Huss (the “Founders,” and together with Sellers, the “Seller Parties,”) entered into an asset purchase agreement (the “Asset Purchase Agreement”). The Sellers are engaged in the business of developing, marketing, manufacturing and distributing fruit and vegetable cleanse and juice products and fruit and nut bars (the “Business”). Pursuant to the terms of the Asset Purchase Agreement, Hain BPC acquired the Business and substantially all of the assets and properties of the Sellers related to the Business (the “Acquisition”). In connection with the closing of the Acquisition, on December 21, 2012 Hain Celestial issued 174,267 shares of Hain Celestial common stock, par value $0.01per share, to the Founders.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

5.1*	Opinion of DLA Piper LLP (US)
23.1*	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 21, 2012

THE HAIN CELESTIAL GROUP, INC. (Registrant)
By:	/s/ Denise M. Faltischek
Title:	Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
5.1*	Opinion of DLA Piper LLP (US)
23.1*	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

* Filed herewith

EX-5.1

DLA Piper LLP (US) The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com T   410.580.3000
F   410.580.3001

December 21, 2012

The Hain Celestial Group, Inc.

58 South Service Road

Melville, New York 11747

Re: The Hain Celestial Group, Inc.

Ladies and Gentlemen:

We have acted as outside counsel to The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), and have been requested to render this opinion in connection with the offer and sale of up to 174,267 shares of Common Stock, par value $0.01 per share, of the Company (the “Securities”) from time to time by the selling shareholders (the “Selling Shareholders”) named in the prospectus supplement dated December 21, 2012 (together with the Prospectus (as herein defined), the “Final Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the accompanying prospectus dated October 24, 2012 (the “Prospectus”) that form a part of the automatic shelf registration statement on Form S-3 (File No. 333-184584) dated October 24, 2012 and filed by the Company with the Commission on October 25, 2012 (excluding the documents incorporated by reference therein, the “Registration Statement”) under the Securities Act. The Securities were issued and sold by the Company to the Selling Shareholders pursuant to the Asset Purchase Agreement, dated December 21, 2012, among the Company, Hain BPC, Inc., a Delaware corporation and wholly-owned subsidiary of the Corporation, Zoe Sakoutis, LLC, a New York limited liability company (“Zoe LLC”), BluePrintCleanse LLC, a New York limited liability company (“BPC LLC” and together with Zoe LLC, the “Sellers”), and each member of the Sellers listed on the signature page thereto (the “Purchase Agreement”). This opinion is being provided at your request pursuant to Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the filing of a Current Report on Form 8-K by the Company with the Commission on the date hereof (the “Form 8-K”) and supplements our opinion, dated October 24, 2012, previously filed as Exhibit 5.1 to the Registration Statement.

In our capacity as the Company's outside counsel, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(a)The charter of the Company, as in effect on the date hereof, represented by the Amended and Restated Certificate of Incorporation of the Company as filed with the Secretary of State of

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December 21, 2012

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the State of Delaware on May 30, 2000 (in the form attached to the Officer's Certificate (as defined below)) (the “Charter”);

(b)The Amended and Restated By-Laws of the Company, as amended through November 18, 2010 and as in effect on the date hereof (in the form attached to the Officer's Certificate) (the “By-Laws”);

(c)The Registration Statement, including the Prospectus contained therein;

(d)The Final Prospectus;

(e)A conformed copy of the Purchase Agreement (as attached to the Officer's Certificate);

(f)A conformed copy of the specimen Common Stock Certificate of the Company incorporated by reference as Exhibit 4.1 to the Registration Statement (as attached to the Officer's Certificate);

(g)A certificate of an officer of the Company, dated as of the date hereof, as to certain factual matters (the “Officer's Certificate”);

(h)Resolutions adopted by the Company's Board of Directors on June 26, 2012 and October 31, 2012 relating to, among other things, the preparation and filing of the Registration Statement, the preparation and filing of the Final Prospectus, the authorization, execution and delivery of the Purchase Agreement and the consummation of the transactions contemplated thereby and the issuance, offer and sale of the Securities (in each case, as attached to the Officer's Certificate);

(i)A short form good standing certificate with respect to the Company issued by the Secretary of State of the State of Delaware, dated as of a recent date; and

(j)Such other documents as we have considered necessary to the rendering of the opinion expressed below.

◦

In examining the Documents, and in rendering the opinion set forth below, we have assumed, without independent investigation, the following: (a) each of the parties to the Documents (other than the Company) has duly and validly authorized, executed and delivered each of the Documents to which such party (other than the Company) is a signatory and each instrument, agreement and other document executed in connection with the Documents to which such party (other than the Company) is a signatory and each such party's (other than the Company's) obligations set forth in such Documents and each other instrument, agreement and other document executed in connection with such Documents, are its legal, valid and binding obligations, enforceable in accordance with their respective terms; (b) each person executing any Document and any other instrument, agreement and other document executed in connection with the Documents on

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December 21, 2012

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behalf of any such party (other than the Company) is duly authorized to do so; (c) each natural person executing any Document and any other instrument, agreement and other document executed in connection with the Documents is legally competent to do so; (d) there are no oral or written modifications of or amendments or supplements to the Documents (other than such modifications or amendments or supplements identified above and attached to the Officer's Certificate) and there has been no waiver of any of the provisions of the Documents by actions or conduct of the parties or otherwise; and (e) all Documents submitted to us as originals are authentic, all Documents submitted to us as certified or photostatic copies or telecopies or portable document file (“.PDF”) copies conform to the original Documents (and the authenticity of the originals of such copies), all signatures on all documents submitted to us for examination (and including signatures on photocopies, telecopies and .PDF copies) are genuine, and all public records reviewed are accurate and complete. As to all factual matters relevant to the opinion set forth below, we have relied upon the representations and warranties made in the Purchase Agreement and in the Officer's Certificate as to the factual matters set forth therein, which we assume to be accurate and complete, and on the written statements and representations of public officials and our review of the Documents.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that the Securities have been duly authorized and are validly issued, fully paid and non-assessable.

The opinion expressed above is subject to the following assumptions, exceptions, qualifications and limitations:

(a)The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in the law which may hereafter occur.

(b)We have made no investigation of, and we express no opinion as to, the laws of any jurisdiction other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing). This opinion concerns only the effect of such laws (exclusive of the principles of conflict of laws) of the State of Delaware as currently in effect. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

(c)We express no opinion as to compliance with the securities (or “blue sky”) laws of any jurisdiction.

The Hain Celestial Group, Inc.

December 21, 2012

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(d)This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We consent to the filing of this opinion with the Commission as an exhibit to the Current Report on Form 8-K and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are 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.

Very truly yours,

DLA Piper LLP (US)

/s/ DLA Piper LLP (US)