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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
RE: 2000 STOCK INCENTIVE PLAN
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 953,279 shares of
the Company's common stock and common stock purchase rights attached thereto
(the "Shares") to be issued under its 2000 Stock Incentive Plan (the "Plan").
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 my 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 my examination, I have assumed
the genuiness of all signatures, the authenticity of all documents tendered
to me as originals, the legal capacity of all natural persons and the
conformity to original documents of all documents submitted to me as
certified or photostatic 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 Plan.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan, will be validly issued, fully
paid and non-assessable.
I express no opinion with respect to laws other than those of the State of
Delaware 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
E-1
