Exhibit 5.1
OPINION OF COUNSEL
LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, FL 32202
August 18, 2000
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254
RE: Winn-Dixie Stores, Inc. - Registration Statement on Form S-8
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Ladies and Gentlemen:
We are special counsel to Winn-Dixie Stores, Inc., a Florida corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offer and sale of 1,700,000 shares of the
Company's common stock, par value $1.00 per share (the "Common Shares"),
pursuant to Winn-Dixie Stores, Inc. Stock Option Agreements for Allen R. Rowland
and certain other employees of the Company set forth on Exhibit 4.4 to the
Registration Statement (the "Agreements").
In rendering this opinion, we have examined: (a) the Registration
Statement; (b) the Company's prospectus, dated August 21, 2000; (c) a copy of
the Company's articles of incorporation and all amendments thereto; (d) a copy
of the Company's by-laws; and (e) a record of the proceedings of the Company
relating to the authorization of the issuance and delivery of the Common Shares.
We have also examined originals, or copies of originals certified to our
satisfaction, of such agreements, documents, certificates and other statements
of governmental officials and other instruments, and examined such questions of
law and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. We have assumed,
without inquiry, the authenticity of all documents submitted to us as originals,
the genuiness of all signatures, the legal capacity of all natural persons and
the conformity with authentic original documents of any copies thereof submitted
to us for our examination.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Company has been incorporated under the laws of Florida and the
Company's status is active. In rendering this opinion we have relied solely upon
the Florida Department of State's certificate of status for the Company dated
August 18, 2000 and Section 607.0203 of the Florida Business Corporation Act,
which states that the Florida Department of State's filing of the Company's
articles of incorporation satisfies all conditions precedent to incorporation.
2. The Common Shares will be legally issued, fully paid and nonassessable
when: (i) the Registration Statement shall have become effective under the
Securities Act; (ii) the Common Shares shall have been issued and sold in the
manner contemplated by the Agreements; and (iii) certificates representing the
Common Shares shall have been executed, countersigned and registered and
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
We express no opinion as to the application of the securities or "Blue Sky"
laws of the various states to the sale of the Common Shares.
The opinions rendered herein are limited to the law of the State of Florida
and the Federal law of the United States.
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes in
applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the legality of the Common Shares for the Company and
as having prepared this opinion, and to the use of this opinion as an exhibit to
the Registration Statement. We also consent to the use of our name as special
counsel for the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.
In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ LeBOEUF, LAMB, GREENE &
MacRAE, L.L.P.
