December 26, 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 December 26, 2000 (the "Registration
Statement"). Pursuant to the Registration Statement, up to $1,000,000,000
aggregate principal amount of debt securities, warrants to purchase debt
securities and guarantees of 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," such warrants to purchase debt
securities are hereafter referred to as "Warrants," and such guarantees of debt
securities are hereafter referred to as "Guarantees."
The Debt Securities will constitute senior debt of the Company and
will be issued under an indenture dated as of December [26], 2000 by and among
the Company, certain subsidiaries of the Company as guarantors (the
"Guarantors") and First Union National Bank (the "First Union Indenture") or one
or more separate indentures by and among the Company, the Company's subsidiaries
as guarantors 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.
In rendering the opinions expressed herein, I have with your
permission assumed, without inquiry or other investigation (and relied entirely
upon such assumption) (1) the solvency of each Guarantor at the time of issuance
of the Guarantees and (2) that each of the Guarantors has received and/or will
receive substantial economic benefit from the issuance of Debt Securities and
Warrants by the Company pursuant to the Indenture. 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 the Guarantors, 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 the Guarantors, and constitutes or will constitute, as the
case may be, legal, valid and binding obligations of the Company and the
Guarantors, except in each case as limited by (i) bankruptcy, insolvency
(including, without limitations, applicable state and federal laws relating to
fraudulent conveyances) 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 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 (i)
bankruptcy, insolvency (including, without limitations, applicable state and
federal laws relating to fraudulent conveyances) or other laws affecting the
enforcement of creditors' rights generally and general equitable principles.
3. The Guarantees, when 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 Registration
Statement (including the Prospectus and Prospectus Supplement relating to such
Guarantees), and when issued in compliance with applicable usury laws, will be
legal, valid and binding obligations of the Guarantors entitled to the benefits
of the respective Indenture pursuant to which they have been issued, subject to
(i) bankruptcy, insolvency (including, without limitations, applicable state and
federal laws relating to fraudulent conveyances) or other laws affecting the
enforcement of creditors' rights generally and general equitable principles.
4. 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 (including, without
limitations, applicable state and federal laws relating to fraudulent
conveyances ) 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.
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E. Ellis Zahra, Jr.
Senior Vice President and
General Counsel
