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EXHIBIT 5
[LOGO OF H. J. HEINZ CO.]
November 13, 2000
H. J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219
Re: Opinion of Counsel as to Legality of Common Stock Being
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Registered Pursuant to H. J. Heinz Company 2000 Stock
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Option Plan
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Gentlemen:
I am Senior Vice President-General Counsel of H. J. Heinz Company (the
"Company") and have acted in such capacity in connection with the Company's
Registration Statement on Form S-8 under the Securities Act of 1933 relating to
15,000,000 shares of the Company's Common Stock, $.25 par value per share (the
"Shares"), reserved for the purposes of the Company's 2000 Stock Option Plan
(the "2000 Plan").
In connection therewith, I (or attorneys under my supervision) have
examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purpose of
this opinion. Upon the basis of the foregoing, I am pleased to advise you
that in my opinion the Shares reserved for the purpose of the 2000 Plan have
been duly authorized and the Shares that may be outstanding as a result of the
exercise of stock options under the 2000 Plan will, when issued or sold in
accordance with the 2000 Plan, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Laura Stein
Laura Stein
Senior Vice President-
General Counsel
LS/skr
