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[DORSEY & WHITNEY LLP LETTERHEAD]
Hormel Foods Corporation
1 Hormel Place
Austin, MN 55912
Ladies and Gentlemen:
We have acted as counsel to Hormel Foods Corporation, a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 10,000,000 shares of the Company's common stock, $.0586 par
value per share (the "Shares"), issuable under the Company's 2000 Stock
Incentive Plan, 2000 Nonemployee Director Stock Option and Award Plan and
Nonemployee Director Deferred Stock Plan (the "Plans").
We have examined such documents, including resolutions adopted by the
Board of Directors of the Company on October 4, 1999 (the "Resolutions"), and
have reviewed such questions of law as we have considered necessary and
appropriate for the purposes of our opinions set forth below. In rendering our
opinions, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other than
the Company, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plans, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the Delaware General
Corporation Law.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement.
Dated: August 18, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR
