Exhibit 5.5
Pierson Wadhams Quinn Yates & Coffrin
Douglas C. Pierson William H. Quinn Richard H. Wadhams, Jr. Glen L. Yates, Jr. James W. Coffrin Lewis K. Sussman Thomas M. Higgins James E. Preston Robin Ober Cooley | LAW OFFICES | 253 South Union Street Burlington, Vermont 05401 (802) 863-2888 Fax : (802) 863-2863 www.pwqy.net |
January 27, 2009
Etablissements Delhaize Frères et
Cie “Le Lion” (Groupe Delhaize)
Rue Osseghem 53
1080 Brussels
Belgium
| Re: | Registration Statement on Form F-3 |
Ladies and Gentlemen:
We have acted as special counsel in the State of Vermont to Martin’s Foods of South Burlington, Inc., a Vermont corporation (the “Company”), in connection with the registration pursuant to a registration statement on Form F-3 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme) (“Parent”), and its subsidiaries listed onSchedule 1 attached hereto, including the Company (defined below) (the “Guarantors”), of the offering from time to time, as set forth in the Registration Statement, the base prospectus contained therein (the “Prospectus”) and one or more supplements to the Prospectus (each, a “Prospectus Supplement”), (i) by Parent of an unspecified number or amount and aggregate initial offering price of senior unsecured debt securities of Parent (the “Debt Securities”); and (ii) the Guarantees (defined below). The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
The Debt Securities will be, issued under a form of indenture between Parent and The Bank of New York Mellon, as trustee (the “Trustee”) filed as Exhibit 4.2 to the Registration Statement (the “Indenture”). Guarantees by the Guarantors that will cover the Debt Securities (the “Guarantees”) are made by the Guarantors under a cross guarantee agreement, dated as of May 21, 2007, by and among Parent and the Guarantors filed as Exhibit 4.1 to the Registration Statement (the “Cross Guarantee Agreement”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.
Pierson Wadhams Quinn Yates & Coffrin
CONTINUED
January 27, 2009
Page 2
In connection with this letter, we have examined the Registration Statement and the Prospectus contained therein, the Indenture and the Cross Guarantee Agreement. The Indenture and the Cross Guarantee Agreement are referred to herein collectively as the “Operative Documents.” We have also examined and relied upon originals or copies certified or otherwise identified to our satisfaction of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In such opinions, we have assumed the genuineness of all signatures other than with respect to the Company, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. We have also assumed the legal capacity of natural Persons, the corporate or other power and due authorization of each Person not a natural Person, other than the Company, to execute and deliver each Operative Document to which it is a party and to consummate the transactions contemplated by each such Operative Document, due execution and delivery of the Cross Guarantee Agreement by all parties thereto, other than the Company, and that the Cross Guarantee Agreement constitutes the legal, valid and binding obligation of each party thereto other than the Company, enforceable against such party in accordance with its terms. Except as expressly provided for herein, we have made no investigation or review of any matters relating to the Company or any other Person.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Company is validly existing as a corporation in good standing under the Laws of the State of Vermont.
2. The Company has corporate power to make the Guarantees and to enter into and perform the Cross Guarantee Agreement.
3. The Cross Guarantee Agreement and the Guarantees have been duly and validly authorized by the Company, and the Cross Guarantee Agreement has been duly and validly executed and delivered by the Company.
We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the State of Vermont.
This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other Person, or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.
Pierson Wadhams Quinn Yates & Coffrin
CONTINUED
January 27, 2009
Page 3
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus and any Prospectus Supplement forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours,
/s/ Douglas C. Pierson
Douglas C. Pierson
DCP/krq
SCHEDULE 1
Name | Jurisdiction of Organization | |
| Delhaize America, Inc. | North Carolina | |
| Food Lion, LLC | North Carolina | |
| Boney Wilson & Sons, Inc. | North Carolina | |
| Risk Management Services, Inc. | North Carolina | |
| Hannaford Procurement Corp. | Maine | |
| Hannbro Company | Maine | |
| Hannaford Licensing Corp. | Maine | |
| Hannaford Bros. Co. | Maine | |
| Shop ‘n Save-Mass, Inc. | Massachusetts | |
| Victory Distributors, Inc. | Massachusetts | |
| Kash n’ Karry Food Stores, Inc. | Delaware | |
| FL Food Lion, Inc. | Florida | |
| Martin’s Foods of South Burlington, Inc. | Vermont | |
| J. H. Harvey Co., LLC | Georgia | |