ARNALL GOLDEN & GREGORY, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
October 26, 2000
SYSCO Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 of SYSCO Corporation, a Delaware corporation, filed with
the Securities and Exchange Commission under the Securities Act of 1933 for the
registration of 1,656,418 shares of common stock, par value $1.00 per share (the
"Shares") offered by the selling shareholders named in the above-reference
Registration Statement of even date herewith.
In acting as counsel to you, 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. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares are 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 "Legal
Matters" 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 Securities Act.
Sincerely,
/s/ ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
