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EXHIBIT 5.1
[Bass, Berry & Sims PLC Letterhead]
October 23, 2000
Performance Food Group Company
6800 Paragon Place, Suite 500
Richmond, Virginia 23230
Re: $300,000,000 Aggregate Offering Price of Securities of Performance
Food Group Company
Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on October 23, 2000 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), you have requested our opinion with respect to the matters
set forth below.
You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the registration by the Company of up to
$300,000,000 aggregate offering price of (i) one or more series of senior,
senior subordinated or subordinated debt securities (the "Debt Securities"),
(ii) one or more series of preferred stock, par value $0.01 per share (the
"Preferred Stock"), (iii) shares of common stock, par value $0.01 per share (the
"Common Stock") or (iv) warrants to purchase Common Stock (the "Warrants"). The
Debt Securities, Preferred Stock, Common Stock and Warrants are collectively
referred to herein as the "Securities." Any Debt Securities may be exchangeable
and/or convertible into shares of Common Stock or Preferred Stock. The Preferred
Stock may also be exchangeable for and/or convertible into shares of Common
Stock or another series of Preferred Stock.
In our capacity as your counsel in connection with the Registration
Statement, we are familiar with the proceedings taken and proposed to be taken
by the Company in connection with the authorization and issuance of the
Securities, and for the purposes of this opinion, have assumed that such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
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Performance Food Group Company
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October 23, 2000
We have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Company with respect to certain
factual matters. In addition, we have obtained and relied upon such certificates
and assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the federal securities laws of the United States and the laws of the State of
Tennessee, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any local agencies within any state.
With respect to the opinions set forth in paragraphs 1 and 5 below, we have
assumed that the laws of the State of New York are the same as the laws of the
State of Tennessee.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. When (a) the Debt Securities have been duly established in
accordance with the applicable Indenture (including, without limitation, the
adoption by the Board of Directors of the Company of a resolution duly
authorizing the issuance and delivery of the Debt Securities), duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
such Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (b) when the Registration
Statement and any required post-effective amendment thereto and any and all
Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and (c) assuming that the terms of the Debt Securities
as executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (d) assuming that the
Debt Securities as executed and delivered do not violate any law applicable to
the Company or result in a default under or breach of any agreement or
instrument binding upon the Company, and (e) assuming that the Debt Securities
as executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (f) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Debt
Securities.
2. The Company has the authority pursuant to its Restated Charter, as
amended, to issue up to 5,000,000 shares of Preferred Stock. When a series of
Preferred Stock has been duly established in accordance with the terms of the
Restated Charter and applicable law, and upon adoption by the Board of Directors
of the Company of a resolution in form and content as required by applicable law
and upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, such shares of such series of
Preferred Stock (including any Preferred Stock duly issued (i) upon the exchange
or conversion of any shares of Preferred Stock that are exchangeable or
convertible into another series of Preferred Stock, or (ii) upon the exchange or
conversion of Debt Securities that are exchangeable or convertible into
Preferred Stock) will be validly issued, fully paid and nonassessable.
3. The Company has the authority pursuant to its Restated Charter, as
amended, to issue up to 50,000,000 shares of Common Stock. Upon adoption by the
Board of Directors of the
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Performance Food Group Company
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October 23, 2000
Company of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, such shares of Common Stock
(including any Common Stock duly issued (i) upon the exchange or conversion of
any shares of Preferred Stock that are exchangeable or convertible into Common
Stock, (ii) upon the exercise of any Warrants exercisable for Common Stock or
(iii) upon the exchange or conversion of Debt Securities that are exchangeable
or convertible into Common Stock) will be validly issued, fully paid and
nonassessable.
4. When (a) the Warrants have been duly executed and delivered, and
issued and sold in the form and in the manner contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (b) when
the Registration Statement and any required post-effective amendment thereto and
any and all Prospectus Supplement(s) required by applicable law have all become
effective under the Securities Act and (c) assuming that the terms of the
Warrants as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (d)
assuming that the Warrants, as executed and delivered, do not violate any law
applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (e) assuming that the
Warrants as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (f)
assuming that the Warrants are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the Prospectus Supplement(s), the
Warrants, will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.
5. When (a) the Registration Statement and any required post-effective
amendment thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and (b) when
the Debt Securities have been duly executed and delivered by all parties
thereto, and (c) assuming that the applicable Indenture does not violate any law
applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (d) assuming that the
applicable Indenture complies with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (e) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), such
Indenture will constitute the valid and legally binding obligation of the
Company, enforceable against the Company under the laws of the State of New York
in accordance with the terms of such Indenture.
The opinions set forth in paragraphs 1, 4 and 5 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy; and (iv) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.
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Performance Food Group Company
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October 23, 2000
To the extent that the obligations of the Company under any applicable
Indenture may be dependent on such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by such Indenture; that
such Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under such Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under such Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.
Very truly yours,
Bass, Berry & Sims PLC
