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Exhibit 5
August 2, 2000
Delhaize America, Inc.
2110 Executive Drive
P.O. Box 1330
Salisbury, North Carolina 28145-1330
Ladies and Gentlemen:
As local counsel to Delhaize America, Inc., a North Carolina corporation
formerly known as Food Lion, Inc. (the "Company"), we have been asked to render
the following opinion in connection with the filing by the Company with the
Securities and Exchange Commission (the "Commission") of Post-Effective
Amendment No. 1 on Form S-8 to the Form S-4 Registration Statement, File No.
333-91123 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the offer and sale of 4,188,000
shares (the "Shares") of Class A common stock, par value $0.50 per share, of the
Company, subject to issuance by the Company upon exercise of options granted
under the Hannaford Bros. Co. 1998 Stock Option Plan, the Hannaford Bros. Co.
1988 Stock Plan and the Hannaford Bros. Co. Stock Ownership Plan for Outside
Directors (collectively, the "Plans") assumed by the Company pursuant to the
terms of the Agreement and Plan of Merger, dated as of August 17, 1999, among
the Company, Hannaford Bros. Co., and FL Acquisition Sub, Inc., as amended (the
"Merger Agreement").
In so acting, we have examined such records and documents as we have
deemed relevant as a basis for the opinion expressed herein, and we have relied
upon an officer's certificate as to certain factual matters.
Based on the foregoing, we are of the opinion that the Shares are duly
authorized and, upon payment of the option exercise price and issuance of the
Shares in accordance with the terms of the Plans and the Merger Agreement, the
Shares will be duly and validly issued, fully paid and nonassessable.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.
Sincerely,
ROBINSON, BRADSHAW & HINSON, P.A.
By: /s/ David W. Dabbs
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David W. Dabbs
