Exhibit 5.1
FOLEY & LARDNER
ATTORNEYS AT LAW
BRUSSELS POST OFFICE BOX 240 ORLANDO
CHICAGO JACKSONVILLE, FLORIDA 32201-0240 SACRAMENTO
DENVER THE GREENLEAF BUILDING SAN DIEGO
DETROIT 200 LAURA STREET SAN FRANCISCO
JACKSONVILLE JACKSONVILLE, FLORIDA 32202-3510 TALLAHASSEE
LOS ANGELES TELEPHONE (904) 359-2000 TAMPA
MADISON FACSIMILE (904) 359-8700 WASHINGTON, D.C.
MILWAUKEE WEST PALM BEACH
904/359-2000
E-MAIL ADDRESS CLIENT/MATTER NUMBER
[email protected] 026357/0103
November 17, 2000
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, Florida 32254-3699
Re: Registration Statement on Form S-8 Relating to Shares of Common Stock
Issuable Pursuant to Revised Winn-Dixie Stock Purchase Plan for
Employees
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Winn-Dixie Stores, Inc.
(the "Company"), under the Securities Act of 1933, an amended, for the
registration of 4,000,000 shares of common stock, $1.00 par value, issuable
pursuant to the Revised Winn-Dixie Stock Purchase Plan for Employees (the
"Plan").
We have examined and are familiar with the following:
A. Restated Articles of Incorporation of the Company, as amended, as filed
in the office of the Secretary of State of Florida;
B. Restated Bylaws, as amended, of the Company;
C. The proceedings of the Board of Directors and shareholders of the
Company in connection with the increase in the number of shares available for
issuance under the Plan; and
D. Such other documents, Company records and matters of law as we have
deemed to be pertinent.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Florida.
2. The Shares have been duly authorized and when issued in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 in the
Registration Statement. In giving this consent we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
FOLEY & LARDNER
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