EXHIBIT 5
July 29, 1997
The Penn Traffic Company
1200 State Fair Boulevard
Syracuse, New York 13221-4737
Re: The Penn Traffic Company
Registration Statement on Form S-8 Filed with the
Securities and Exchange Commission on July 29, 1997
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Gentlemen:
We are acting as counsel for The Penn Traffic
Company, a Delaware corporation ("Penn Traffic"), in
connection with the registration by Penn Traffic under the
Securities Act of 1933, as amended (the "Act"), of 1,500,000
shares of common stock, par value $1.25 per share (the
"Shares"), to be offered pursuant to The Penn Traffic
Company 1997 Performance Incentive Plan (the "Performance
Plan") under the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on July 29, 1997
(the "Registration Statement").
We are familiar with the proceedings of Penn
Traffic relating to the authorization and issuance of the
Shares. In addition, we have made such further examinations
of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no
opinion as to the law of any jurisdiction other than the
laws of the State of New York and the corporate laws of the
State of Delaware.
Based upon the foregoing, we are of the opinion
that the Shares to be offered pursuant to the Performance
Incentive Plan have been duly authorized and, when issued in
accordance with the resolutions of the Board of Directors of
Penn Traffic authorizing such issuance, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section
7 of the Act, or under the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donovan Leisure Newton & Irvine