Attached files
May
24, 2010
Epstein
Becker & Green letterhead
The Board
of Directors
Z Trim
Holdings, Inc.
1011
Campus Drive
Mundelein,
IL 60060
Re:
Securities Being
Registered under Registration Statement on Form S-1
We have
acted as counsel for Z Trim Holdings, Inc., an Illinois corporation (the”
Company"), in connection with
the Registration Statement on Form S-3 filed December 15,
2009 (the "Registration Statement") by
the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") and with the Amendment
thereto on Form S-1 (the “Amendment”), relating to the resale by
selling shareholders of up to 18,382,191 shares of Common
Stock, par value $.00005, of the Company (the "Shares"). The shares include
643,728 shares issued upon exercise of warrants and for services in
connection with an investor relations agreement. The balance of the
shares underlie convertible notes and warrants issued by the Company on various
dates in 2007, 2008, 2009 and 2010.
We
have reviewed the corporate action of the Company
in connection with this matter and have examined the
documents, corporate records, and other instruments we deemed necessary for the
purposes of this opinion.
In
rendering this opinion, we have assumed the genuineness of
all signatures,
the authenticity of all documents submitted to
us as originals, and the conformity to
authentic original documents of all documents submitted to
us as copies. We have also assumed the legal capacity for all purposes relevant
hereto of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to all
matters of fact, we have relied on the representations and statements of fact
made in the documents so reviewed, and we have not independently established the
facts so relied on.
Based
upon the foregoing, it is
our opinion that
the Shares, when issued, delivered and sold in
the manner described in the Registration Statement, will
be validly issued, fully paid and nonassessable.
We
are qualified to practice law in the state of Illinois and we do not
express any opinions in this letter concerning any law other than the
laws of the state of Illinois and the federal laws of the United States of
America.
This
opinion is furnished solely for the benefit of the Company
and may not be filed with or furnished to any individual, entity, association,
agency or other person and may not be quoted or referred to, orally
or in writing, in whole or in part, without our prior
written consent.
We hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the
prospectus constituting a part thereof. In giving such
consent, we do not thereby admit that we are in the category of
persons whose consents are required under Section 7 of the
Act.
Very
truly yours,
/s/
Epstein Becker & Green P.C.
Epstein
Becker & Green, P.C.