Exhibit 5

                [Letterhead of Jaeckle Fleischmann & Mugel, LLP]

                                                        December 2, 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 633,000 shares of Convertible  Participating
Preferred  Stock (the " Preferred  Stock") and 633,000  shares of Class A Common
Stock,  par value $0.25 per share (the  "Class A Common  Stock")  issuable  upon
conversion of the 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  Preferred  Stock  offered  for the account of the selling
shareholders  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 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