EXHIBIT 5.1

                                 April 26, 2002

Poore Brothers, Inc.
3500 South La Cometa Drive
Goodyear, Arizona 85338

     Re:  Registration Statement on Form S-8

Dear Sir or Madam:

     We  refer to the  Registration  Statement  on Form  S-8 (the  "Registration
Statement") to be filed by Poore  Brothers,  Inc., a Delaware  corporation  (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities  Act"),  relating to the registration under
the Securities Act of shares of the Company's  common stock,  par value $.01 per
share (the  "Common  Stock").  The  following  securities  are being  registered
pursuant to the Registration Statement:  (i) 500,000 shares of Common Stock (the
"Plan Option  Shares")  reserved for issuance upon the exercise of stock options
granted or available for future grant under the Poore Brothers,  Inc. 1995 Stock
Option Plan (the "Plan") and (ii) 100,000  shares of Common Stock (the "Non-Plan
Option  Shares")  issuable upon the exercise of stock options granted to certain
affiliates of the Company pursuant to non-Plan stock option  agreements  entered
into by and between the Company and such persons. The Plan Option Shares and the
Non-Plan Option Shares are hereinafter sometimes referred to collectively as the
"Shares."

     In  connection  with  this  opinion,  we have  examined  copies  of (i) the
Certificate of Incorporation, as amended to date, and the By-laws of the Company
and (ii) certain resolutions of the Board of Directors of the Company including,
without limitation,  resolutions relating to (A) the Registration  Statement and
(B) an amendment  to the Plan which has been  approved by the Board of Directors
and  Shareholders  of the  Company,  pursuant  to which the  number of shares of
Common Stock reserved for issuance under the Plan was increased by 500,000, from
2,000,000 to 2,500,000 (the "Plan Amendment").  We have also examined originals,
photostatic or certified copies of such records of the Company,  certificates of
officers of the Company and of public  officials and such other  documents as we
have deemed relevant and necessary as the basis for the opinion set forth below.
In such examinations,  we have assumed the completion of all requisite corporate
actions and authorizations (including, without limitation, those relating to the
approval of the Plan Amendment)  prior to the  effectiveness of the Registration
Statement, the genuineness of all signatures,  the authenticity of all documents
submitted to us as originals, the conformity to original documents of all copies
submitted  to  us  as  certified,  conformed  or  photostatic  copies,  and  the
authenticity  of all originals of such copies.  We have also examined and relied
upon  representations,  statements  or  certificates  of  public  officials  and
officers and representatives of the Company and others.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
validly  authorized for issuance and sale and will, when duly issued and sold as
contemplated by the Registration  Statement,  be validly issued,  fully-paid and
non-assessable.

     The  foregoing  opinion is limited to the Federal laws of the United States
and the laws of the State of  Delaware,  and we  express  no  opinion  as to the
effect of the laws of any other jurisdiction.

     We consent to the filing of this opinion with the  Securities  and Exchange
Commission as Exhibit 5.1 to the Registration  Statement and to the reference to
our firm under the caption "Legal Matters" in the Prospectus constituting a part
of the Registration Statement.

                                        Very truly yours,

                                        /s/ Cobb & Eisenberg LLC