EXHIBIT 5
ARNALL GOLDEN & GREGORY
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET * ATLANTA, GEORGIA 30309-3400
TELEPHONE (404) 873-8500 * FACSIMILE (404) 873-8501
FIRST LIBERTY BANK TOWER WRITER'S DIRECT DIAL NUMBER
SUITE 1000 (404) 873-8608
201 SECOND STREET
MACON, GEORGIA 31201 WRITER'S DIRECT DIAL FACSIMILE
(912) 745-3344 (404) 873-8609
June 14, 1995
Sysco Corporation
1319 Enclave Parkway
Houston, Texas 77077-2099
Re: Form S-3 Registration Statement No. 33-60023
Gentlemen:
This opinion is rendered in connection with the proposed issue and sale by
Sysco Corporation, a Delaware corporation (the "Company"), of up to $500 million
aggregate principal amount promissory notes (the "Notes"), upon the terms and
conditions set forth in Registration Statement No. 33-60023 on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. We have acted as
counsel for the Company in connection with the preparation of the Registration
Statement and the offering of the Notes by the Company.
In rendering the opinions contained herein, we have relied in part upon
examination of the Company's corporate records, documents, certificates and
other instruments and the examination of such questions of law as we have
considered necessary or appropriate for the purpose of this opinion. In
connection with expressing these opinions, we have relied, as to matters of New
York law upon the opinion of Baker & Botts, a copy of which opinion is attached
as "Exhibit A" hereto. In our opinion, both we as counsel and the Company are
justified in relying upon such opinions.
Based upon the foregoing, we are of the opinion that the Notes have been
duly and validly authorized and when sold in the manner contemplated by the
underwriting agreement (the "Underwriting Agreement") filed as an exhibit to the
Registration Statement and duly executed by the Company and authenticated by the
Trustee under one of the Indentures (the "Indentures") filed as an exhibit to
the Registration Statement, and upon receipt by the Company of payment therefor
as provided in the Underwriting Agreement, (1) the Notes will be legally issued,
fully paid and nonassessable; and (2) the Notes will constitute valid and
binding obligations of the Company in accordance with their respective terms and
will be entitled to the benefits of the Indenture
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to which they relate in accordance with their respective terms and the terms of
such Indenture.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the Prospectus contained therein. This consent is not to be construed as an
admission that we are a party whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.
Very truly yours,
ARNALL GOLDEN & GREGORY
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EXHIBIT A
AUSTIN BAKER & BOTTS
DALLAS L.L.P.
MOSCOW ONE SHELL PLAZA TELEPHONE: (713) 229-1234
NEW YORK 910 LOUISIANA FACSIMILE: (713) 229-1522
WASHINGTON, D.C. HOUSTON, TEXAS 77002-4995 TELEX: 76-2778
June 14, 1995
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
Gentlemen:
As set forth in the Registration Statement on Form S-3 (Registration
No. 033-60023) filed with the Securities and Exchange Commission on June 6,
1995 (the "Registration Statement") by Sysco Corporation, a Delaware corporation
(the "Company"), under the Securities Act of 1933, as amended (the "Act"),
relating to $500,000,000 aggregate principal amount of debt securities of the
Company (the "Debt Securities") for issuance from time to time pursuant to Rule
415 under the Act, certain legal matters under New York law in connection with
the Debt Securities and the Common Stock are being passed upon for you by us.
In connection with this opinion we have examined (i) the charter and
bylaws of the Company, each as amended to date, (ii) the form of Senior Debt
Indenture to be executed by the Company and First Union Bank of North Carolina,
as trustee, pursuant to which the Debt Securities may be issued (together with
any amendments and supplements thereto, the "Senior Debt Indenture"), (iii) the
form of Subordinated Indenture to be executed by the Company and the trustee to
be named therein, pursuant to which the Debt Securities may be issued (together
with any amendments and supplements thereto, the "Subordinated Debt Indenture")
and (iv) the originals, or copies certified or otherwise identified, of
corporate records of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents, as
a basis for the opinions hereinafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective, (ii) a prospectus supplement relating
to the Registration Statement (the "Prospectus Supplement") will have been
prepared and filed with the Securities and Exchange Commission describing the
Debt Securities offered thereby, (iii) all Debt Securities will be issued and
sold in compliance with applicable federal and state securities laws and in the
manner stated in the Registration Statement and the applicable Prospectus
Supplement and (iv) a definitive purchase,
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underwriting or similar agreement with respect to any Debt Securities offered
will have been duly authorized and validly executed and delivered by the Company
and the other parties thereto.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. With respect to Debt Securities to be issued under the Senior Debt
Indenture, when (i) the Senior Debt Indenture has been duly authorized, validly
executed and delivered by the Company and the trustee thereunder, (ii) the
Senior Debt Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended, (iii) the board of directors of the Company or, to the extent
permitted by Section 141(c) of the General Corporation Law of the State of
Delaware, a duly constituted and acting committee thereof (such board of
directors or committee being hereinafter referenced as the "Company Board"), has
taken all necessary corporate action to approve the issuance and terms of such
Debt Securities, the terms of the offering thereof and related matters, (iv)
such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Senior Debt Indenture and the
applicable definitive purchase, underwriting or similar agreement approved by
the Company Board and (v) payment of the consideration for such Debt Securities
provided for in such agreement has been made, such Debt Securities will be
legally issued and will constitute binding obligations of the Company.
3. With respect to Debt Securities to be issued under the Subordinated
Debt Indenture, when (i) the Subordinated Debt Indenture has been duly
authorized, validly executed and delivered by the Company and the trustee
thereunder, (ii) the Subordinated Debt Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, (iii) the Company Board has taken
all necessary corporate action to approve the issuance and terms of such Debt
Securities, the terms of the offering thereof and related matters, (iv) such
Debt Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Subordinated Debt Indenture and the
applicable definitive purchase, underwriting or similar agreement approved by
the Company Board and (v) payment of the consideration for such Debt Securities
provided for in such agreement has been made, such Debt Securities will be
legally issued and will constitute binding obligations of the Company.
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We hereby consent to the filing of this opinion of counsel as
Exhibit A to Exhibit 5 to the Registration Statement. We also consent to the
reference to our Firm under the heading "Legal Opinions" in the Prospectus
forming a part of the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
The law covered by the opinions expressed herein is limited in all
respects to matters of the Delaware General Corporation Law and the Contract Law
of the State of New York. This opinion may not be relied upon by you for any
other purpose or relied upon by or furnished to any other person, other than the
law firm of Arnall, Golden & Gregory, Atlanta, Georgia as to matters of New York
law.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
cc: Arnall, Golden & Gregory
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