Exhibit 5.1
| TROUTMAN SANDERS LLP Attorneys at Law Bank of America Plaza 600 Peachtree Street NE, Suite 5200 Atlanta, Georgia 30308-2216 404.885.3000 telephone troutmansanders.com |
March 1, 2016
Snyder’s-Lance, Inc.
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
| | Re: | Snyder’s-Lance, Inc. |
| | | Post-Effective Amendment No. 1 on the Registration Statement on Form S-8 to the Registration Statement on Form S-4 |
Ladies and Gentlemen:
At your request and as your counsel, we have reviewed the Post-Effective Amendment No. 1 on the Registration Statement on Form S-8 to the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Snyder’s-Lance, Inc. (the “Company”), a North Carolina corporation, with the Securities and Exchange Commission with respect to the 3,272,893 shares of common stock, par value $0.83–1/3 per share, of the Company (the “Common Stock”), issuable by the Company upon the exercise of securities granted to employees and directors of Diamond Foods, Inc. (“Diamond”) pursuant to the terms of (i) the Diamond Foods, Inc. 2005 Equity Incentive Plan (the “2005 Plan”), and (ii) the Diamond Foods, Inc. 2015 Equity Incentive Plan (together with the 2005 Plan, the “Diamond Plans”).
As such counsel, and in connection with such review of the Registration Statement, we have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and proposed issuance of the Common Stock as we deemed relevant or necessary for the opinion expressed herein. During the course of such examination and review and in connection with this opinion, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.
Based upon and subject to the foregoing, it is our opinion that the shares of Common Stock have been duly authorized and, when issued by the Company in accordance with the terms of the Diamond Plans, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited solely to the laws of the State of North Carolina. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered as of the date hereof, and we make no undertaking and expressly disclaim any duty to supplement or update such opinion, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinion. This opinion is being furnished to the Company in connection with the transactions contemplated by the Diamond Plans and, except as expressly set forth below, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior express written consent.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.
Sincerely,
/s/ Troutman Sanders LLP
