Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
Phone (404) 873-8500
Fax (404) 873-8501
January 10, 2001
SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas 77077-2027
Re: SYSCO Corporation Registration Statement on Form S-4
Ladies and Gentlemen:
We refer to the registration statement on Form S-4 referenced above,
including amendments and exhibits thereto (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Securities Act"), by SYSCO
Corporation, a Delaware corporation ("SYSCO"), with respect to the issuance by
SYSCO of up to 1,100,000 shares (the "Shares") of its common stock, $1.00 par
value per share, for offering from time to time in connection with the
acquisition of businesses and properties by SYSCO and is subsidiaries. The
Shares may be presently authorized but unissued shares or shares held as
treasury shares at the time of their delivery. In this connection we have made
such investigation and reviewed such documents as we deem necessary in the
circumstances to render the following opinion.
We have examined the originals or certified copies of such corporate
records, certificates of officers of SYSCO and/or public officials and such
other documents, and have made such other factual and legal investigations, as
we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination described above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that the Shares have been duly authorized
for issue, and when sold, paid for and issued as contemplated in the
Registration Statement, of such Shares will be legally issued, fully paid and
nonassessable.
This opinion is limited to the general corporation laws of the State of
Delaware and the laws of the United States of America and we express no opinion
herein as to the effect of any other laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name 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.
Very truly yours,
/s/ ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
