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<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>b332774_ex5-1.txt
<DESCRIPTION>EX-5.1
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                                                                    Exhibit 5.1



                                                                  June 23, 2004



Coffee Holding Co., Inc.
4401 First Avenue
Brooklyn, New York 11232-0005

                  Re:      Coffee Holding Co., Inc.

Ladies and Gentlemen:

         We have acted as special counsel to Coffee Holding Co., Inc., a Nevada
corporation in organization (the "Company"), in connection with the proposed
registration under the Securities Act of 1933, as amended, by the Company of an
aggregate of 1,600,000 shares of common stock, $0.01 par value per share, of the
Company (the "Shares"), and the related preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
SB-2 (the "Registration Statement"). In rendering the opinion set forth below,
we do not express any opinion concerning law other than the laws of the State of
Nevada and the federal law of the United States.

         We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments, and have
examined such matters of law, as we have deemed necessary or advisable for
purposes of rendering the opinion set forth below. As to matters of fact, we
have examined and relied upon the representations of the Company contained in
the Registration Statement and, where we have deemed appropriate,
representations or certificates of officers of the Company or public officials.
We have assumed the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all documents submitted to us as copies. In
making our examination of any documents, we have assumed that all parties, other
than the Company, had the corporate power and authority to enter into and
perform all obligations thereunder, and, as to such parties, we have also
assumed the due authorization by all requisite action, the due execution and
delivery of such documents, and the validity and binding effect and
enforceability thereof.


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                                                                         Page 2



         Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold as contemplated in the Registration
Statement, will be validly issued and outstanding, fully paid and
non-assessable.

         In rendering the opinion set forth above, we have not passed upon and
do not purport to pass upon the application of securities or "blue-sky" laws of
any jurisdiction (except federal securities laws).

         We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our name in the Prospectus
contained in the Registration Statement under the heading "Legal Matters."


                                     Very truly yours,

                                     THACHER PROFFITT & WOOD LLP






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