EXHIBIT 5

                        O'SULLIVAN GRAEV & KARABELL, LLP
                              30 ROCKEFELLER PLAZA
                               New York, NY 10112




                                          November 24, 1999


Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana  47710


Ladies and Gentlemen:

            We have acted as special counsel to Berry Plastics Corporation, a
Delaware corporation (the "Company"), and BPC Holding Corporation, a Delaware
corporation ("Holding"), Berry Iowa Corporation, a Delaware corporation ("Berry
Iowa"), Berry Tri-Plas Corporation, a Delaware corporation ("Berry Tri-Plas"),
Berry Sterling Corporation, a Delaware corporation ("Berry Sterling"), AeroCon,
Inc., a Delaware corporation ("AeroCon"), PackerWare Corporation, a Delaware
corporation ("PackerWare"), Berry Plastics Design Corporation, a Delaware
corporation ("Berry Design"), Venture Packaging, Inc., a Delaware corporation
("Venture Holdings"), Venture Packaging Midwest, Inc., a Delaware corporation
("Venture Midwest"), Venture Packaging Southeast, Inc., a Delaware corporation
("Venture Southeast"), Knight Plastics, Inc., a Delaware corporation ("Knight"),
CPI Holding Corporation, a Delaware corporation ("CPI"), Cardinal Packaging,
Inc., an Ohio corporation ("Cardinal"), Berry Plastics Acquisition Corporation,
a Delaware corporation ("Berry Acquisition"), NIM Holdings Limited, a company
organized under the laws of England and Wales ("NIM Holdings"), Norwich
Injection Moulders Limited, a company organized under the laws of England and
Wales ("Norwich"), Norwich Acquisition Limited, a company organized under the
laws of England and Wales ("Norwich Acquisition," and Holding, Berry Iowa, Berry
Tri-Plas, Berry Sterling, AeroCon, PackerWare, Berry Design, Venture Holdings,
Venture Midwest, Venture Southeast, Knight, CPI, Cardinal and Berry Acquisition,
collectively, the "U.S. Guarantors" and the U.S. Guarantors, NIM Holdings,
Norwich and Norwich Acquisition, collectively, the "Guarantors") in connection
with the Company's offer (the "Exchange Offer") to exchange its 12 1/4% Series C
Senior Subordinated Notes due 2004 (the "New Notes"), which will be guaranteed
pursuant to Note Guarantees endorsed on the New Notes by the Guarantors (the
"Note Guarantees"), for a like principal amount of any or all of its outstanding
12 1/4% Series B Senior Subordinated Notes due 2004 (the "Old Notes"), which are
guaranteed by the Guarantors.

            We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion.


Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana  47710

Page 2

            Upon the basis of the foregoing, we are of the opinion that:

            1. The New Notes have been duly authorized and, assuming the due
execution and delivery of the New Notes, when the New Notes are executed,
authenticated and delivered in accordance with the Indenture dated as of August
24, 1998 (the "Indenture") among the Company, the Guarantors and the United
States Trust Company of New York, as Trustee, in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the New Notes will be
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and similar laws affecting
creditors' rights generally and subject to general principles of equity.

            2. When (i) the Note Guarantees to be endorsed on the New Notes have
been duly executed and delivered by the Guarantors and (ii) the New Notes have
been duly executed, authenticated and delivered in accordance with the Indenture
in exchange for the Old Notes in accordance with the Indenture and the Exchange
Offer, each of the Note Guarantees will be the valid and binding obligation of
the Guarantors enforceable against the Guarantors in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting creditors' rights generally and
subject to general principles of equity.

            We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America, and the corporation law of the State of Delaware.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to us under the caption "Legal Matters" in the Prospectus contained in
such Registration Statement.

            This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.



                                      Very truly yours,


                                      /s/ O'SULLIVAN GRAEV & KARABELL, LLP