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EXHIBIT 5
September 25, 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 (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-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration by the Company of up to an
aggregate of 8,000,000 shares (the "Shares") of the Company's Class A common
stock, par value $.50 per share, issuable pursuant to the terms of the Delhaize
America, Inc. 2000 Stock Incentive Plan (the "Plan").
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 to be
issued, when duly and validly authorized for issuance and when issued in
accordance with the terms of the Plan for consideration deemed by the Board of
Directors of the Company or a committee thereof to be adequate, will be validly
issued, fully paid and non-assessable.
We hereby 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
