HARRIS
BEACH &
WILCOX
A LIMITED LIABILITY
PARTNERSHIP
ATTORNEYS AT LAW
THE GRANITE BUILDING
130 EAST MAIN STREET
ROCHESTER, N.Y.
14604-1687
(716) 232-4440
October 4, 2000
---------------------------
Pro-Fac Cooperative, Inc.
90 Linden Oaks
Rochester, New York 14625
Re: Registration Statement on Form S-2
Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to Pro-Fac
Cooperative, Inc. (the "Company" or "Pro-Fac") in connection with the Company's
Registration Statement on Form S-2 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, including the prospectus forming a part thereof (the "Prospectus") and
any subsequent pre-effective amendments, post-effective amendments, prospectus
supplements or exhibits thereto, relating to the public offering of shares of
Class A common stock, retains and shares of Class A cumulative preferred stock,
liquidation preference $25. This opinion relates to the federal income tax
consequences that are likely to be material to a holder of Pro-Fac's common
stock.
We have reviewed the Registration Statement and the documents
incorporated by reference therein (the "Incorporated Documents") that describe
the Company and its investments and activities. We have relied upon the
representations of an officer of the Company regarding the manner in which the
Company and its affiliates have been and will be owned and operated. We have
neither independently investigated nor verified such representations, and this
opinion is expressly conditioned upon the accuracy of such representations. We
assume that the Company has been and will be operated in accordance with
applicable laws and the terms and conditions of applicable documents and that
the descriptions of the Company and its actual and proposed activities,
operations and governance set forth in the Incorporated Documents continue to be
true, correct and complete.
In rendering the following opinion, we have examined the Company's
Restated Certificate of Incorporation and the By-Laws of the Company and such
other records, certificates and documents, each as amended, as we have deemed
necessary or appropriate for purposes of rendering the opinion set forth herein.
<PAGE>
HARRIS
BEACH &
WILCOX
October 4, 2000
Page 3
In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts, (v)
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties. We also
have assumed, without investigation, that all documents, certificates,
representations, warranties and covenants on which we have relied in rendering
the opinion set forth below and that were given or dated earlier than the date
of this letter continue to remain accurate, insofar as relevant to the opinion
set forth herein, from such earlier date through and including the date of this
letter and that all representations made to the "best knowledge" of any
person(s), or subject to similar qualification, are true and complete as if made
without such qualification. Notwithstanding the foregoing, nothing has come to
our attention that would cause us to question the accuracy or completeness of
the foregoing assumptions.
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended (the "Code"), the income tax regulations and procedures and
administration regulations promulgated thereunder and existing published
administrative and judicial interpretations thereof, all as they exist at the
date of this letter. All of the foregoing statutes, regulations and
interpretations are subject to change, in some circumstances with retroactive
effect; any changes to the foregoing authorities might result in modifications
of our opinion contained herein.
Based upon and subject to the foregoing, we are of the opinion that the
statements in the Prospectus set forth under the caption "Tax Matters"
concerning our opinions as to the federal income tax consequences that are
likely to be material to a holder of the Company's Class A common stock,
accurately reflect our opinions on the issues discussed and, to the extent such
discussion refers to the opinion of this firm, we adopt and incorporate all such
opinions, subject to the assumptions and limitations set forth herein.
This opinion is rendered with respect to the federal law of the United
States and does not address the laws of any other jurisdiction. We express no
opinion other than that expressly set forth herein. Our opinion is not binding
on the Internal Revenue Service (the "IRS"), and the IRS may disagree with the
opinion contained herein. Except as specifically discussed above, the opinion
expressed herein is based upon federal law as it currently exists. Consequently,
future changes in the law may cause the federal income tax treatment of the
transactions described herein to be materially and adversely different from that
described above.
We consent to being named as counsel to the Company in the Prospectus,
to the references in the Prospectus to our firm and to the inclusion of a copy
of this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
Harris Beach LLP
/s/ HARRIS BEACH LLP
