ARNALL GOLDEN GREGORY LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GA 30309-3450
March 26, 2002
SYSCO Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
Gentlemen:
SYSCO Corporation, a Delaware corporation ("SYSCO"), has engaged us to
render the opinions we express below in connection with its offering of
$200,000,000 aggregate principal amount of notes due July 30, 2005 (the
"Notes"), which it is offering under the registration statement on Form S-3, as
amended by amendment no. 1 thereto (Reg. No. 333-52897) (the "Registration
Statement"), it filed with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933 (the "1933 Act"), which relates to SYSCO's
offering and sale of various securities under the 1933 Act's Rule 415.
SYSCO will issue the Notes under an indenture dated as of April 5, 2002
supplementing the indenture dated as of June 15, 1995 between it and Wachovia
Bank, National Association f/k/a First Union National Bank, as trustee, relating
to debt securities of SYSCO (the "Indenture").
For purposes of the opinions we express below, we have examined, among
other agreements, instruments and documents, the following:
o the restated certificate of incorporation and by-laws, each as amended
to date, of SYSCO;
o the Registration Statement and its exhibits;
o the prospectus the Registration Statement includes;
o the prospectus supplement dated March 26, 2002;
o the Indenture;
o the underwriting agreement and related pricing agreement, dated March
26, 2002, among SYSCO, Goldman, Sachs & Co. and Utendahl Capital
Partners LP, relating to the offering and sale of the Notes (the
"Underwriting Agreement");
o the resolutions of the board of directors of SYSCO (the "Board") and
of an officer authorized by the Board to authorize the issuance of the
Notes and approve the terms of the offering and sale of the Notes;
o corporate records of SYSCO, including minute books it has furnished
us; and
o certificates of public officials and of representatives of SYSCO.
In giving these opinions, we have relied on certificates of officers of SYSCO
and of public officials with respect to the accuracy of the factual matters
those certificates cover or contain, and we have assumed that all signatures on
documents we have examined are genuine, all documents submitted to us as
originals are authentic, all documents submitted to us as certified or
photostatic copies conform to the original copies of those documents and those
original copies are authentic.
On the basis of and subject to the foregoing, we are of the opinion that:
1. SYSCO is a corporation duly incorporated and validly existing in good
standing under the laws of the State of Delaware.
2. The Notes will, when they have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the
Indenture, and duly purchased and paid for in accordance with the
provisions of the Underwriting Agreement, constitute legal, valid and
binding obligations of SYSCO, enforceable against SYSCO in accordance
with their terms, except as that enforcement is subject to (a) any
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or other laws relating to or
affecting creditors' rights generally, (b) general principles of
equity, regardless of whether that enforceability is considered in a
proceeding in equity or at law, and (c) any implied covenants of good
faith and fair dealing.
We limit the opinions we express above in all respects to matters of the
laws of the State of New York and the General Corporation Law of the State of
Delaware, each as in effect on the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1
to SYSCO's current report on Form 8-K reporting the offering of the Notes. In
giving this consent, we do not hereby admit we are in the category of persons
whose written consent Section 7 of the 1933 Act requires to be filed with the
Registration Statement.
Very truly yours,
ARNALL GOLDEN GREGORY LLP
/s/ ARNALL GOLDEN GREGORY LLP