EXHIBIT 5






September 10, 1997



Pro-Fac Cooperative, Inc.
90 Linden Oaks Officer Park
Post Office Box 682
Rochester, New York 14603

                     Re: Registration Statement on Form S-2

Ladies and Gentlemen:

       We have acted as your counsel in connection with a Registration Statement
on Form S-2 to be filed by you with the Securities and Exchange  Commission (the
"Commission")   pursuant  to  the  Securities  Act  of  1933  as  amended.  Such
Registration  Statement  may be  amended,  from  time  to  time,  by one or more
amendments at the request of the Commission,  or on your own initiative,  either
before or after its effective date. The Registration  Statement as so amended or
to be amended,  covers the retains (the  "Retains")  and the shares of preferred
stock,  liquidation  preference $25 (the "Preferred Stock"), of Pro-Fac referred
to therein.

       We have examined originals or copies, identified to our satisfaction,  of
such documents and records of Pro-Fac,  and such other  documents and records as
we have deemed necessary, as a basis for the opinions hereinafter expressed.

       Based on the foregoing,  and having regard for such legal  considerations
as we have deemed relevant,  we are of the opinion that,  subject to an order or
other appropriate action by the Commission declaring the Registration  Statement
effective, the Retains and Preferred Stock of Pro-Fac, when issued in accordance
with the terms and conditions  set forth in the  prospectus  forming part of the
Registration Statement to be filed with the Commission (the "Prospectus"),  will
be legally issued, fully paid and non-assessable, except that under the New York
Cooperative  Corporations  Law each  member and each  director of Pro-Fac may be
personally liable, jointly and severally,  for certain amounts owed to employees
for  services  rendered to Pro-Fac,  as described  in the  Prospectus  under the
caption  "Description of Pro-Fac Securities - Common Stock," and except that the
amount  of  outstanding  Non-Qualified  Retains  may be  subject  to  adjustment
subsequent  to  issuance,  as  described  in the  Prospectus  under the  caption
"Description of Pro-Fac Securities - Retains."

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

                                Very truly yours,

                                HARRIS BEACH & WILCOX LLP



                           By:  /s/ Richard D. Mathewson
                                    Richard D. Mathewson