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 5, 2000
---------------------------
Pro-Fac Cooperative, Inc.
90 Linden Oaks
Rochester, New York 14625
Re: Pro-Fac Cooperative, Inc. 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.
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.
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. Notwithstanding the foregoing, nothing has come to our
attention that would cause us to question the accuracy or completeness of the
foregoing assumptions.
<PAGE>
HARRIS
BEACH &
WILCOX
Pro-Fac Cooperative, Inc.
October 5, 2000
Page 2
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that, subject to an order or
other appropriate action by the Commission declaring the Registration Statement
effective, the Class A common stock, the retains and the Class A cumulative
preferred stock of Pro-Fac, when issued in accordance with the terms and
conditions set forth in the Prospectus, will be legally issued, fully paid and
non-assessable, except that under the New York Cooperative Corporations Law each
member and each director of Pro-Fac may be personally liable, jointly and
severally, for certain amounts owed to employees for services rendered to
Pro-Fac, as described in the Prospectus under the caption "Description of
Pro-Fac Securities - Common Stock", and except that the amount of outstanding
retains may be subject to adjustments subsequent to issuance, as described in
the Prospectus under the caption "Description of Pro-Fac Securities - Retains".
Our opinion expressed above is limited to the laws of the State of New
York. 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
