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Exhibit 5
August 15, 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 a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the offer and sale of an
aggregate of 12,047,793 shares (the "Shares") of the Company's Class A common
stock, par value $.50 per share, by certain selling shareholders identified in
the Registration Statement.
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, validly issued, fully paid and nonassessable.
We consent to be named under the caption "Legal Matters" in the
Registration Statement as attorneys who passed upon the validity of the Shares
and 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
