[LETTERHEAD OF McCARTHY TETRAULT]





                                                              April 14, 1998



Smithfield Foods, Inc. and
Smithfield Canada Limited
200 Commerce Court Street
Smithfield, VA 23430

Dear Sirs and Mesdames:


         We have acted as your Canadian counsel in connection with the Offers by
Smithfield Canada to acquire any and all of the outstanding Common Shares, Class
A Shares and Options of Schneider. The Offers will be made pursuant to a
securities exchange takeover bid circular (the "Offer and Circular") forming
part of a Registration Statement on Form S-4, as amended, to be filed with the
SEC in accordance with the U.S. Securities Act. In this letter, capitalized
undefined terms have the same meanings as in the Offer and Circular.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such public and corporate records, certificates,
instruments and other documents and have considered such questions of law as we
have deemed relevant and necessary as a basis for the opinions expressed in this
letter.

         The opinions expressed below are limited to the laws of the Provinces
of Ontario and Quebec and the federal laws of Canada applicable therein.

         Based upon the foregoing, we are of the opinion that:

1.       Except for the filing of articles of amendment under the OBCA, all
         necessary corporate action has been taken by Smithfield Canada to
         authorize the creation, issue and sale by Smithfield Canada of the
         Exchangeable Shares pursuant to the Offers.

2.       Assuming the prior filing of articles of amendement to create the
         Exchangeable Shares, upon Smithfield Canada taking up and paying for
         any Common Shares, Class A Shares and Options tendered under the
         Offers, the Exchangeable Shares issuable as consideration therefor will
         be validly issued as fully paid and non-assessable shares of Smithfield
         Canada.







                                      - 2 -

                                                     April 14, 1998

         We also confirm our opinions set out in the Offer and Circular under
the headings "Canadian Federal Income Tax Considerations" and "Eligibility for
Investment in Canada." In addition, we consent to being named in the
Registration Statement, to the inclusion of our opinions in the Registration
Statement and to the filing of this letter as an exhibit to the Registration
Statement.

       In giving this consent, we do not admit that we are in the category of
persons whose consent is required under section 7 of the U.S. Securities Act.

                                                     Yours very truly,



                                                     /s/"McCarthy Tetrault"