Jaeckle Fleischmann & Mugel, LLP               EXHIBIT 5

                           A T T O R N E Y S  A T  L A W


           FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK
                                 14202-2292 USA
                      TEL (716) 856-0600 FAX (716) 856-0432


                                  May 23, 1997



Seneca Foods Corporation
1162 Pittsford-Victor Road
Pittsford, New York  14534

Ladies and Gentlemen:

       Re: Registration Statement on Form S-3 under the
           Securities Act of 1933, covering the registration of shares of Class
           A Common Stock, $0.25 par value per share (the "Securities") of
           Seneca Foods Corporation ("Seneca")                                  
 
     As your counsel we have  examined the above  Registration  Statement and we
are  familiar  with the  documents  referred  to  therein,  as well as  Seneca's
Certificate of Incorporation,  as amended and restated, and Bylaws, such records
of proceedings of Seneca as we deemed  material,  and such other  proceedings of
Seneca as we deemed necessary for the purpose of this opinion.

     We have examined the proceedings heretofore taken and we are informed as to
the  procedures  proposed  to be  followed  by  Seneca  in  connection  with the
authorization,  issuance  and sale of the  above  described  Securities.  In our
opinion the Securities  have been duly  authorized for issuance by all necessary
corporate action and are legally issued, fully paid and non-assessable.

     We  consent  to the  filing of this  opinion  letter as an  exhibit  to the
Registration Statement.

                                            Very truly yours,



                                            /s/ Jaeckle Fleischmann & Mugel, LLP
261615