HARRIS
                                                 BEACH &
                                                 WILCOX
                                                 A LIMITED LIABILITY PARTNERSHIP

                                                 ATTORNEYS AT LAW

                                                 THE GRANITE BUILDING
                                                 130 EAST MAIN STREET
                                                 ROCHESTER, N.Y.
                                                 14604-1687
                                                 (716) 232-4440




November 16, 1999






Pro-Fac Cooperative, Inc.
90 Linden Oaks
Rochester, New York 14603

       Re: Pro-Fac Cooperative, Inc. - 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  ("Registration  Statement")  to be filed by you with the Securities
and Exchange Commission ("Commission") pursuant to the Securities Act of 1933 as
amended. The 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  Pro-Fac's  Class B common stock and special
membership interests.

     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 Class B common stock and the special  membership  interests when
issued in accordance  with the terms and  conditions set forth in the Prospectus
forming part of the Registration  Statement,  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."

     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/ Catherine A. King
                                 __________________________________________
                                     Catherine A. King, Partner of the Firm





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