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EXHIBIT 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
June 1, 2000
Del Monte Foods Company.
One Market
San Francisco, CA 94105
Re: Registration Statement on Form S-8
of Del Monte Foods Company
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Del Monte Foods Company, a Delaware
corporation (the "Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of $5,000,000 in deferred compensation obligations (the
"Obligations"), which will represent unsecured obligations of the Company and
affiliated companies to pay deferred compensation in the future, pursuant to the
Del Monte Corporation AIAP Deferred Compensation Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined, among other things, originals and
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing, we are of the
opinion that assuming the Registration Statement shall have become effective
pursuant to the provisions of the Securities Act, the Obligations, when issued
in accordance with the provisions of the Plan (and with respect to the shares of
the Company's Common Stock to be issued pursuant to the Plan, upon the
authorization of such shares under the 1998 Stock Incentive Plan by the
Company's shareholders), will be validly issued, fully paid and non-assessable,
and will be binding obligations of the Company, subject, as to enforcement, to
(i) bankruptcy, reorganization, insolvency, moratorium and other similar laws
and court decisions of general application, including without limitation,
statutory or other laws regarding fraudulent or preferential transfers, relating
to, limiting or affecting the enforcement of creditor's rights generally, and
(ii) the effect of general principles of equity upon the specific enforceability
of any of the remedies, covenants or other provisions of the Plan and upon the
availability of injunctive relief or other equitable remedies and the
application of principles of equity (regardless of whether enforcement is
considered in proceedings at law or in equity) as such principles relate to,
limit or affect the enforcement of creditors' rights generally.
We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. This opinion letter is limited to the laws of
the State of California and, to the limited extent set forth above, the DGCL, as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/GIBSON, DUNN & CRUTCHER LLP
