DIEDRICH COFFEE INC

AMENDMENT #1 TO FORM S-4

S-4/A

OPINION OF GIBSON, DUNN & CRUTCHER

EX-5.1

STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

EX-11.1

CONSENT OF KPMG LLP

EX-23.2

CONSENT OF PRICEWATERHOUSECOOPERS

EX-23.3

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-23.4

CONSENT OF RANDY POWELL

EX-99.3