Exhibit 5

                [Letterhead of Jaeckle Fleischmann & Mugel, LLP]



                                                 July 16, 2004

Seneca Foods Corporation
3736 South Main Street
Marion, New York 14505

         Re:      Registration Statement on Form S-3


Ladies and Gentlemen:

     We have acted as  securities  counsel for Seneca Foods  Corporation,  a New
York  corporation  (the  "Company"),  in  connection  with its  filing  with the
Securities and Exchange Commission of a Registration  Statement on Form S-3 (the
"Registration Statement") covering 967,742 shares of Convertible Preferred Stock
Series 2003 (the "Series 2003  Preferred  Stock") and 967,742  shares of Class A
Common Stock,  par value $0.25 per share (the "Class A Common  Stock")  issuable
upon conversion of the Series 2003 Preferred Stock.

     Capitalized  words and phrases not  otherwise  defined in this letter shall
have  the  same  meanings  and  definitions  as they  have  in the  Registration
Statement.

     Our opinions set forth below are subject to the following qualifications:

     A. In  rendering  these  opinions,  we have  reviewed  such  records of the
     Company and its subsidiaries as we have deemed necessary in order to enable
     us to furnish our opinions, including but not limited to the following: (i)
     the   Registration   Statement;   (ii)   the   Company's   Certificate   of
     Incorporation, as amended; (iii) the Company's Bylaws, as amended; and (iv)
     the records of corporate proceedings of the Company.

     B. Our opinions  are based solely on the federal laws of the United  States
     of America and the laws of the State of New York.

     C. We have assumed  without  investigation  (i) that each  signature on any
     document examined by us is genuine,  (ii) the authenticity of all documents
     submitted to us as originals and the  conformity to the authentic  original
     documents of all documents  submitted to us as copies or  facsimile,  (iii)
     the legal capacity of each natural person, and (iv) that each document upon
     which we opine has been duly  authorized,  executed and  delivered and is a
     legal,  valid and binding  obligation  of each party thereto other than the
     Company and is  enforceable  against each such other  person in  accordance
     with its terms. Subject to the foregoing, we are of the opinion that:

     1. The Company is a corporation  duly organized and validly  existing under
     the laws of the State of New York.

     2. The shares of Series 2003 Preferred Stock offered for the account of the
     selling  shareholder  pursuant  to the terms set forth in the  Registration
     Statement  are duly  authorized  for  issuance by all  necessary  corporate
     action and are legally issued, fully paid and non-assessable.

     3. The shares of Class A Common Stock are duly  authorized  for issuance by
     all necessary  corporate  action and when the Class A Common Stock has been
     issued upon  conversion  of the Series 2003  Preferred  Stock,  the Class A
     Common Stock will be legally issued, fully-paid and non-assessable.

     We hereby  consent  to the  filing  of this  letter  as an  exhibit  to the
Registration  Statement and we further  consent to any and all references to our
name therein.

                                                     Very truly yours,


                                                     /s/Jaeckle Fleischmann &
                                                        Mugel, LLP


746196