Exhibit 5
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Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
November 13, 2000
SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas 77077-2027
Re: Form S-8 Registration Statement; 2000 Management Incentive Plan and
2000 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Sysco Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to an offer by the Company of up to 4,000,000 shares of the
Company's Common Stock, $1.00 par value (the "Shares"), pursuant to the Sysco
Corporation 2000 Management Incentive Plan and 25,000,000 Shares pursuant to the
Sysco Corporation 2000 Stock Incentive Plan (collectively, the "Plans").
In acting as counsel to the Company, we have examined and relied upon such
corporate records, documents, certificates and other instruments and examined
such questions of law as we have considered necessary or appropriate for the
purposes of this opinion. In addition, we assume that the purchase price, or
other consideration to be received by the Company, per Share will, in all cases,
equal or exceed the par value of a Share. Based upon and subject to the
foregoing, we advise you that in our opinion the Shares to be sold pursuant to
and in accordance with the Plans have been duly and validly authorized and will,
upon receipt in full of the consideration provided in the Plans, and upon
issuance pursuant to a current prospectus in conformity with the Act, be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Interests of Named
Experts and Counsel" contained therein and elsewhere in the Registration
Statement. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Sincerely,
ARNALL GOLDEN & GREGORY, LLP
/s/ ARNALL GOLDEN & GREGORY, LLP
