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EXHIBIT 5.1
[DORSEY & WHITNEY LLP LETTERHEAD]
SUPERVALU Inc.
11840 Valley View Road
Eden Prairie, MN 55344
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to SUPERVALU Inc., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of debt securities of the Company having an aggregate
principal amount of $707,000,000 (the "Debt Securities"). The Debt Securities
are to be offered from time to time by the Company on terms to be determined at
the time of the offering and are to be issued under an indenture dated as of
July 1, 1987, as supplemented (the "Indenture"), by and between the Company and
Bankers Trust Company, as trustee (the "Trustee").
We have examined such documents, including resolutions adopted by the Board
of Directors of the Company on June 30, 1999 (the "Resolutions"), and have
reviewed such questions of law as we have considered necessary and appropriate
for the purposes of our opinions set forth below. In rendering our opinions, we
have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity for
all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that, when the specific terms
of a series of Debt Securities have been established in accordance with the
Resolutions and Indenture, such series of Debt Securities will have been duly
authorized by the Company and, when executed by the Company and authenticated by
the Trustee as specified in the Indenture and delivered against payment therefor
in accordance with the Resolutions and the Indenture, will constitute valid and
binding obligations of the Company, enforceable in accordance with the terms of
such series.
The opinions set forth above are subject to the following qualifications
and exceptions:
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SUPERVALU INC.
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(a) Our opinions stated above are subject to the effect of any
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or other
similar laws of general application affecting creditors' rights.
(b) Our opinions stated above are subject to the effect of general
principals of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing, and other similar
doctrines affecting the enforceability of agreements generally (regardless
of whether considered in a proceeding in equity or at law).
(c) In rendering the opinions set forth above, we have assumed that,
at the time of the authentication and delivery of a series of Debt
Securities, the Resolutions referred to above will not have been modified
or rescinded, there will not have occurred any change in the law affecting
the authorization, execution, delivery, validity or enforceability of the
Debt Securities, the Registration Statement will have been declared
effective by the Securities and Exchange Commission and will continue to be
effective, none of the particular terms of a series of Debt Securities will
violate any applicable law and neither the issuance and sale thereof nor
the compliance by the Company with the terms thereof will result in a
violation of any agreement or instrument then binding upon the Company or
any order of any court or governmental body having jurisdiction over the
Company.
Our opinions expressed above are limited to the Delaware General
Corporation Law, the laws of the State of New York and the federal laws of the
United States of America.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of Debt Securities" contained in the Prospectus that is part of the
Registration Statement.
Dated: August 9, 2000
Very truly yours,
/S/ Dorsey & Whitney LLP
GLT
ECH
