Exhibit
5.1
[LETTERHEAD
OF BARITZ & COLMAN LLP]
April 29,
2009
Celsius
Holdings, Inc.
140 NE
4th
Avenue, Suite C
Delray
Beach, FL 33483
Tel:
(561) 276-2239
Fax:
(561) 276-2268
Re:
Registration on Form S-1
Ladies
and Gentlemen:
We have acted as counsel
to Celsius Holdings, Inc. (the "Company") in connection with the registration
with the Securities and Exchange Commission on Form S-1 Amendment No. 2 of
42,434,016 shares of the Company's common stock, par value $0.001 (the
"Shares"), 31,250,000 of which may be issued to a certain Selling Stockholder
upon the conversion of Series A Preferred Stock. In connection with this
registration, we have reviewed the proceedings of the board of directors of the
Company relating to the registration and the issuance (or the proposed issuance)
of the Shares, the Company's Articles of Incorporation and all amendments
thereto, the Amended and Restated Bylaws of the Company and all amendments
thereto, and such other documents and matters as we have deemed necessary to
render the following opinion.
Based upon that
review, it is our opinion that the 11,184,016 shares previously issued and
31,250,000 shares that may be issued upon conversion of the Series A Preferred
Stock, will be legally issued, fully paid, and nonassessable.
We do not find it
necessary for the purposes of this opinion to cover, and accordingly we express
no opinion as to, the application of the securities or blue sky laws of the
various states as to the issuance and sale of the Shares.
We consent to the use and
filing of this opinion as Exhibit 5.1 to the Registration Statement filed with
the Securities and Exchange Commission in connection with the registration of
the Shares and to the reference to our firm under the heading "Interest of Named
Experts" in the registration statement.
In giving our consent we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules and regulations under such
act.
Very
truly yours,
/S/ BARITZ & COLMAN
LLP