<PAGE> 1
EXHIBIT 5.1
December 22, 2000
The J. M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667
Re: Public Offering of up to 75,000 Common Shares,
without par value, of The J. M. Smucker Company
-----------------------------------------------
Ladies and Gentlemen:
I am Vice President - Finance and Administration,
Secretary/Treasurer, and General Counsel for The J. M. Smucker Company, an Ohio
corporation (the "Company"), and have acted as counsel to the Company in
connection with the filing by the Company with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (Reg. No. 333-______) (the
"Registration Statement"), for the purpose of registering for resale by a
certain selling shareholder (the "Selling Shareholder") under the Securities Act
of 1933 (the "Act"), 75,000 of the Company's common shares, without par value
(the "Shares"), to be issued pursuant to the terms of an option agreement, dated
as of January 24, 1996, between the Company and the Selling Shareholder (the
"Option Agreement").
In such capacity, I have examined such documents, records and
matters of law as I have deemed necessary for purposes of this opinion, and
based thereupon, I am of the opinion that the Shares, when issued and delivered
in accordance with the terms of the Option Agreement and against receipt of the
consideration provided for therein, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement filed by the Company to effect registration of the
Shares under the Act, and to the reference to me under the caption "Legal
Matters" in the prospectus constituting a part of such Registration Statement.
Very truly yours,
/s/ Steven J. Ellcessor
Steven J. Ellcessor, Esq.
