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<TYPE>EX-5
<SEQUENCE>3
<FILENAME>rs8ex05.txt
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                EXHIBIT 5.1


                                  December 18, 2003

                J & J Snack Foods Corp.
                6000 Central Highway
                Pennsauken, NJ   08109

                Gentlemen:

                We have acted as counsel to J & J Snack Foods Corp. (the
                "Corporation") in connection with the preparation of the
                Registration Statement on Form S-8 (the "Registration
                Statement") to be filed by the Corporation with the
                Securities and Exchange Commission under the Securities
                Act of 1933, as amended, and the preparation of the
                prospectus (the "Prospectus") relating to the offer and
                sale of up to 400,000 shares of common stock, no par value
                per share (the "Common Stock"), by the Corporation
                pursuant to the Corporation's 2002 Stock Option Plan
                ("Plan").  This opinion is furnished pursuant to the
                requirement of Item 601 (b)(5) of Regulation S-K.

                Although as counsel to the Corporation we have advised the
                Corporation in connection with a variety of matters
                referred to us by it, our services are limited to specific
                matters so referred.  Consequently, we may not have
                knowledge of many transactions in which the Corporation
                has engaged or its day-to- day operations.

                In rendering this opinion, we have examined the following
                documents:  (i) the Corporation's Amended and Restated
                Certificate of Incorporation and By-Laws, (ii) certain
                resolutions adopted by the Board of Directors relating to
                the approval of the Plan, (iii) the Plan, and (iv) the
                Registration Statement and Prospectus.  We have assumed
                and relied, as to questions of fact and mixed questions of
                law and fact, on the truth, completeness, authenticity and
                due authorization of all documents and records examined
                and the genuineness of all signatures.

                We have not made any independent investigation in
                rendering this opinion other than the document examination

                                          -11-


                described.  Our opinion is therefore qualified in all
                respects by the scope of that document examination.  We
                make no representation as to the sufficiency of our
                investigation for your purposes.  This opinion is limited
                to the laws of the State of New Jersey.  In rendering this
                opinion we have assumed (i) compliance with all other
                laws, including federal laws and (ii) compliance with all
                New Jersey securities and antitrust laws.

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

                The shares of Common Stock of the Corporation which are
                being offered and sold by the Corporation pursuant to the
                Registration Statement, when sold in the manner and for
                the consideration contemplated by the Registration
                Statement, will be legally issued, fully paid and non-
                assessable.

                This opinion is given as of the date hereof.  We assume no
                obligation to update or supplement this opinion to reflect
                any facts or circumstances which may hereafter come to our
                attention or any changes in laws which may hereafter
                occur.

                This opinion is strictly limited to the matters stated
                herein and no other or more extensive opinion is intended,
                implied or to be inferred beyond the matters expressly
                stated herein.

                We consent to the filing of this opinion as an exhibit to
                the Registration Statement.

                                        Sincerely,

                                        BLANK ROME LLP
                                        A Pennsylvania LLP


          AFR:df




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