Exhibit 5
LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
January 12, 2001
American Italian Pasta Company
4100 N. Mulberry Drive, Suite 200
Kansas City, Missouri 64116
Ladies and Gentlemen:
We have acted as counsel to American Italian Pasta Company a Delaware
corporation (the "Company"), in connection with the registration for resale on
Form S-3 under the Securities Act of 1933, as amended, of 686,666 shares of
Class A Convertible Common Stock of the Company, $.001 par value per share (the
"Class A Common Stock").
In connection with the foregoing, we have examined such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion. Based upon and subject to the
foregoing, we are of the opinion that such shares of Class A Common Stock
constitute legally issued, fully paid and non-assessable shares of the Company.
We consent to the filing of this opinion as an exhibit to the registration
statement pursuant to which such shares will be sold and to the reference to us
in such registration statement.
Very truly yours,
/s/ Blackwell Sanders Peper
Martin LLP
Blackwell Sanders Peper Martin LLP
