Exhibit 5.2
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| ATTORNEYSATLAW | | | | Walter S. Weems E-mail: wweems@brunini.com Direct: 601.960.6863 | | The Pinnacle Building, Suite 100 190 East Capitol Street Jackson, Mississippi 39201 Telephone: 601.948.3101 | | Post Office Drawer 119 Jackson, Mississippi 39205 Facsimile: 601.960.6902 |
June 6, 2012
Tyson Foods, Inc.
2200 Don Tyson Parkway
Springdale, Arkansas 72762-6999
| | Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as Mississippi counsel to Central Industries, Inc., a Mississippi corporation (the “Guarantor”), in connection with the filing by Tyson Foods, Inc., a Delaware corporation (the “Company”), the Guarantor and other subsidiaries of the Company of a registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on or about the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the registration of certain debt securities to be issued by the Company from time to time (the “Debt Securities”) and (ii) guarantees that may be issued by the Company’s subsidiaries, including the Guarantor (the guarantee to be issued by the Guarantor, the “Guarantee”). The Debt Securities are to be issued under the Indenture dated as of June 1, 1995 (the “Indenture”), between the Company and the Bank of New York Mellon Trust Company, National Association, as successor trustee (the “Trustee”) to JP Morgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.), the original trustee. The Guarantee will be issued under the Indenture as supplemented by a supplemental indenture thereto among the Company, the Guarantor, others of the Company’s subsidiaries, and the Trustee.
In rendering the opinions expressed below, we have examined and relied upon (i) a copy of the Registration Statement delivered to us by the Company; (ii) a copy of the Amended and Restated Certificate of Incorporation of the Company filed February 24, 2009, in the office of the Mississippi Secretary of State obtained from the Mississippi Secretary of Sate’s website; (iii) a copy of the Bylaws of the Company delivered to us by the Company; (iv) a Certificate of Existence of the Company dated June 5, 2012, issued by the Mississippi Secretary of State (the “Certificate of Existence”); and (v) a copy of Resolutions of the Board of Directors of the Guarantor relating to the Registration Statement and the Indenture, including any supplemental indentures thereto, delivered to us by the Company. In such review, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons, and the conformity to originals of all documents submitted to us as copies.
Based on the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:
| | 1. | The Guarantor is a corporation validly existing and in good standing under the laws of the state of Mississippi. |
Tyson Foods, Inc.
June 6, 2012
Page 2
| | 2. | The execution and filing with the Commission of the Registration Statement have been duly authorized by all necessary corporate action on the part of the Guarantor. |
| | 3. | The Guarantor has the corporate power and authority to authorize the form, terms, performance, and issuance of a Guarantee by the Guarantor (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indenture as contemplated by the Registration Statement and to authorize the execution, delivery, and performance by the Guarantor of a supplemental indenture (each, a “Supplemental Indenture”) in compliance with the provisions of the Indenture creating the form and terms of such Guarantee as contemplated by the Registration Statement. |
| | 4. | The execution, delivery, and performance by the Guarantor of a Supplemental Indenture and the creation and issuance of a Guarantee by the Guarantor (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indenture (as supplemented by the Supplemental Indenture) as contemplated by the Registration Statement have been duly authorized by all necessary corporate action on the part of the Guarantor. |
The opinions expressed herein are limited to the laws of the state of Mississippi in effect on the date hereof, and we express no opinion herein as to the laws of any other jurisdiction. Our opinion set forth in paragraph 1 above is based solely upon the Certificate of Existence.
This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is being provided solely for the benefit of the addressee hereof in connection with the Registration Statement relating to the registration of the Debt Securities and the Guarantee. This opinion may not be used or relied upon for any other purpose, relied upon by any other party, or filed with or disclosed to any governmental authority without our prior written consent.
We hereby consent to the use of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement and to the filing of a copy of this opinion as an exhibit thereto. In giving our consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Sincerely,
/s/ Brunini, Grantham, Grower & Hewes, PLLC
WSW/vmp
