EXHIBIT 5
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Young, Williams, Henderson & Fuselier, P.A.
Attorneys at Law
2000 AmSouth Plaza, 210 East Capitol Street
Jackson, Mississippi 39201
Telephone: (601) 948-6100
Telecopier: (601) 355-6136
June 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Cal-Maine Foods, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to Cal-Maine Foods, Inc. (the "Company") and have represented
the Company in connection with the Registration Statement on Form S-8 being
filed with the Commission (together with all exhibits thereto, the
"Registration Statement"). The Registration Statement relates to an offering
by the Company of up to 500,000 shares of the Company's common stock, par
value of $.01 per share, (the "Shares") upon the exercise of options under the
Company's 1999 Stock Option Plan (the "Plan").
This opinion is being delivered to the Commission as Exhibit 5 to the
Registration Statement.
We have examined (1) the Certificate of Incorporation, and all amendments
thereto, certified by the Secretary of State of the State of Delaware, (2) the
By-laws of the company, certified by the Secretary of the Company as being
those currently in effect, (3) the Registration Statement (4) the Plan and (5)
such other corporate records, certificates, documents and other instruments as
in our opinion are necessary or appropriate in connection with expressing the
opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When the following events shall have occurred:
(a) the Registration Statement is filed, at which time it will become
effective under the Securities Act of 1933, pursuant to General
Instruction D to Form S-8, and
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Securities and Exchange Commission
June 6, 2000
Page 2
(b) the Shares shall have been paid for and issued in accordance with
the terms of the Plan as provided in the Registration Statement,
the Shares thus sold will be legally issued, fully paid and non-assessable.
This firm hereby consents to the reference to it in the Prospectus called for
by Part I of the Registration Statement and the filing of this opinion as
Exhibit 5 thereto.
Sincerely,
YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A.
James H. Neeld, III
JHNIII/cmg
