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              [Letterhead of Woods, Fuller, Shultz and & Smith P.C.
                            300 South Phillips Avenue
                             Suite 300 P.O. Box 5027
                           Sioux Falls, SD 57117-5027]

February 13, 2002

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 on 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.
            333-75804) 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.

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     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 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, and to the reference to our firm in the Registration Statement and
Prospectus.

                                      Very truly yours,

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

                                      WOODS, FULLER, SHULTZ & SMITH P.C.