EXHIBIT 5.2
Suite 900 Correspondence: Telephone: 902.420.3200 CHARLES S. REAGH
Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 Direct Dial: 902.420.3335
1959 Upper Water Street Halifax, NS halifax@smss.com Direct Fax: 902.496.6173
Halifax, NS Canada B3J 2X2 www.smss.com csr@smss.com
Canada B3J 3N2
File Reference: NS2807-887
File Reference: NS2807-887
August 21, 2002
SYSCO CORPORATION
SYSCO INTERNATIONAL, CO.
1390 Enclave Parkway
Houston, TX 77077-2027
Ladies and Gentlemen:
We render this opinion in connection with the Registration Statement on Form S-4
(the "REGISTRATION STATEMENT") of SYSCO International, Co. ("SYSCO
INTERNATIONAL"), an unlimited company organized under the laws of the Province
of Nova Scotia (the "PROVINCE"), and SYSCO Corporation ("SYSCO"), a Delaware
corporation, relating to $200,000,000 in aggregate principal amount of SYSCO
International's 6.10% Notes due 2012 (the "EXCHANGE NOTES").
We have made such investigations and examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents and records as we
considered necessary or relevant for purposes of the opinion expressed below,
including without limitation all corporate records of SYSCO International
contained in its minute book (which we have assumed are correct and complete)
and a certified resolution of the board of directors of SYSCO International
authorizing the Exchange Notes.
We have also reviewed and relied upon:
1. a certificate of status (the "CERTIFICATE OF STATUS") pertaining to SYSCO
International issued on behalf of the Registrar of Joint Stock Companies
for the Province of Nova Scotia, dated August 21, 2002;
2. a certificate of an officer of SYSCO International dated the date hereof
(the "OFFICER'S CERTIFICATE").
With respect to all documents examined by us, we have assumed the genuineness of
all signatures, the legal capacity of individuals signing any documents, the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified,
conformed, telecopied or photocopied copies.
We understand that the Exchange Notes will be issued under and Indenture dated
as of May 23, 2002 (the "INDENTURE") among SYSCO International, SYSCO and
Wachovia Bank, National Association, as trustee (the "TRUSTEE"). We have assumed
SYSCO Corporation - and - SYSCO International, Co.
August 21, 2002
Page 1
that the Indenture has been signed by Diane Day Sanders as Treasurer of SYSCO
International and unconditionally delivered by SYSCO International to the
Trustee or its lawful representatives.
The opinion expressed herein relates only to the laws of the Province on the
date of this letter, and the federal laws of Canada applicable in the Province
as at the date of this letter, and no opinion is expressed with respect to the
laws of any other jurisdiction.
Based upon and subject to the foregoing, we advise you that, in our opinion, the
Exchange Notes have been duly authorized for issuance by SYSCO International.
This opinion is rendered to you solely for your benefit in connection with the
filing of the Registration Statement, and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our express written
consent.
We hereby consent to being named in the Registration Statement and in the
prospectus that constitutes a part thereof as special counsel to SYSCO
International who have passed upon legal matters in connection with the Exchange
Notes. We further consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STEWART MCKELVEY STIRLING SCALES