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EXHIBIT 5.1
December 4, 2000
Securities and Exchange Commission
Attention: Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Subject: Non Statutory Stock Option Agreement
Ladies and Gentlemen:
I am the Senior Vice President, Secretary and General Counsel of Nash Finch
Company, a Delaware corporation (the "Company"). In that capacity, I represent
the Company in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8. The
Registration Statement relates to the registration of 200,000 shares of the
Company's common stock and common stock purchase rights attached thereto (the
"Shares") to be issued pursuant to a Non-Plan Stock Option (the "Option").
In acting as counsel for the Company and arriving at the opinions expressed
below, I have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as I have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, I have assumed the genuiness of all signatures,
the authenticity of all documents tendered to us as originals, the legal
capacity of all natural persons and the conformity to original documents of all
documents submitted to me as copies.
Based on the foregoing, it is my opinion that:
1. The Company has the authority to issue the Shares in the manner and
under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Option as set forth in the Registration
Statement, will be validly issued, fully paid and non-assessable.
I express no opinion with respect to laws other than those of the State of
Minnesota, the Delaware General Corporation Law and the federal laws of the
United States of America, and assume no responsibility as to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ Norman R. Soland
Norman R. Soland
