Exibit 5
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254
(904) 783-5000
November 22, 2000
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, Florida 32544-3699
Gentlemen:
I am Senior Vice President and General Counsel of Winn-Dixie
Stores, Inc., a Florida corporation (the "Company"). In that capacity, I have
reviewed the Registration Statement on Form S-3, as filed with the Securities
and Exchange Commission on or about November 21, 2000 (the "Registration
Statement"). Pursuant to the Registration Statement, up to $1,000,000,000
aggregate principal amount of debt securities and warrants to purchase debt
securities of the Company are issuable from time to time pursuant to the
indenture described below. Such debt securities are hereafter referred to as
"Debt Securities," and such warrants to purchase debt securities are hereafter
referred to as "Warrants."
The Debt Securities will constitute senior debt of the Company and
will be issued under an indenture dated as of November 1, 2000, with First Union
National Bank (the "First Union Indenture") or one or more separate indentures
between the Company and one or more banking institutions to be qualified as
trustee pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939,
substantially in the form of indenture filed as Exhibit 4.2 to the Registration
Statement (each, an "Indenture"). The Warrants will be issued under a warrant
agreement (the "Warrant Agreement") to be entered into between the Company and a
warrant agent. Please be advised that I am of the opinion that:
1. The First Union Indenture has been duly authorized, executed and
delivered by the Company, and each Indenture, when the Trustee thereunder has
been qualified pursuant to the Trust Indenture Act of 1939 and when such
Indenture has been duly authorized by appropriate corporate action and duly
executed, will have been duly authorized, executed and delivered by the Company,
and constitutes or will constitute, as the case may be, legal, valid and binding
obligations of the Company, except in each case as limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
2. The Debt Securities, when duly authorized by appropriate
corporate action, duly executed, authenticated and delivered in the form
approved pursuant to and in accordance with the respective indenture pursuant to
which they are issued and sold as described in the
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Winn-Dixie Stores, Inc.
Page Two
November 22, 2000
Registration Statement(including the Prospectus and Prospectus Supplement
relating to such Debt Securities), and when issued in compliance with applicable
usury laws, will be legal, valid and binding obligations of the Company entitled
to the benefits of the respective indenture pursuant to which they have been
issued, subject to bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally and general equitable principles.
3. The Warrant Agreement, when duly authorized by appropriate
corporate action and duly executed and delivered by the Company, and the warrant
certificate in the form to be attached as an exhibit to the Warrant Agreement,
when duly authorized by appropriate corporate action, duly executed and
delivered by the Company and duly countersigned by an authorized representative
of the warrant agent in accordance with the Warrant Agreement, will be legal,
valid and binding obligations of the Company enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights generally and general equitable
principles.
I hereby consent that the foregoing opinion may be filed as an
exhibit to the above-referenced Registration Statement. I further consent to the
use of my name in the Registration Statement and the Prospectus related thereto.
Very truly yours,
/s/
E. Ellis Zahra, Jr.
Senior Vice President and
General Counsel
