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             [Letterhead of Woods, Fuller, Shultz and & Smith P.C.]



December 21, 2001

Board of Managers
Soybean Processors, LLC
100 Caspian Ave.
P.O. Box 500
Volga, South Dakota 57071

RE:      SOYBEAN PROCESSORS, LLC

Gentlemen:

         We have acted as counsel for Soybean Processors, LLC, a South Dakota
limited liability company (the "Company"), in connection with the preparation of
a Registration Statement of Form S-4 covering the public offering and sale of up
to 14,129,250 Capital Units of the Company (the "Capital Units"). We are
rendering this opinion in accordance with Item 601(b)(5)(i) of Regulation S-K.

         For purposes of this opinion, we have reviewed such questions of law
and examined such corporate records, certificates, and other documents as we
have considered necessary or appropriate for purposes of this opinion, and we
have particularly reviewed:

1.       The Articles of Organization and Operating Agreement.

2.       All resolutions adopted by the Board of Managers of the Company deemed
         necessary and all minutes of the meeting of the Board of Managers
         deemed necessary and related to this offering, as certified by the
         Secretary of the Company.

3.       The Prospectus and the Registration Statement (SEC File No. 333-______)
         of which it forms a part, and any amendments thereto filed with the
         Securities and Exchange Commission (the "Commission") covering the
         Plan of Reorganization by and between South Dakota Soybean Processors
         and the Company pursuant to which South Dakota Soybean Processors will
         be dissolved and the capital units of the Company will be distributed
         proportionately to the members of South Dakota Soybean Processors; the
         written communications between our office and the Commission; the
         Registration Statement and the Information Statement/Prospectus as they
         became effective being hereinafter called the "Registration Statement"
         and the "Prospectus," respectively.

4.       The Officers' Certificates of even date herewith as to matters of fact.

         In connection with our examination, we have assumed that the signatures
on all executed documents are genuine, all certified copies conform to the
originals, and all certificates containing

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relevant facts are correct. In rendering this opinion, we have relied as to
matters of fact upon certificates from officers of the Company, public officials
and other sources believed by us to be reliable.

         Based on the foregoing, it is our opinion that:

1.       The Company has been duly organized and is validly existing as a
         limited liability company in good standing under the laws of the State
         of South Dakota. The Company has full power and authority to own its
         properties and conduct its business as currently being carried on and
         as described in the Registration Statement and Prospectus.

2.       All of the issued and outstanding Capital Units of the Company have
         been duly authorized and validly issued and are fully paid and
         non-assessable. The Capital Units to be issued and sold by the Company
         under the Registration Statement have been duly authorized and, when
         issued, delivered and paid for in accordance with the terms of the
         Registration Statement, will have been validly issued and will be fully
         paid and non-assessable, and the holders thereof will not be subject to
         personal liability by reason of being such holders.

         We are admitted to practice law in the State of South Dakota, and we
express no opinion as to the laws of any jurisdiction other than the State of
South Dakota and the federal laws of the United States of America.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(23)(i) of Regulation S-K under the Securities Act of 1933, as
amended.

         This opinion is being furnished to you solely for your benefit in
connection with the transactions described in the Registration Statement. This
opinion may not be relied upon by you for any other purposes, or used or relied
upon by, or circulated, furnished or quoted to, any other person or entity for
any purpose without our prior written consent.

                                     Very truly yours,

                                     /s/ Woods, Fuller, Shultz & Smith P.C.

                                     WOODS, FULLER, SHULTZ & SMITH P.C.