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Exhibit 5.1
BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET SUITE 1000 KANSAS CITY, MO 64108
P.O. BOX 419777 KANSAS CITY, MO 64141-6777
TEL: (816) 983-8000 FAX: (816) 983-8080
WEBSITE: www.blackwellsanders.com
June 29, 2001
Premium Standard Farms, Inc.
PSF Group Holdings, Inc.
The Lundy Packing Company
Lundy International, Inc.
Premium Standard Farms of North Carolina, Inc.
423 West 8th Street, Suite 200
Kansas City, Missouri 64105
Ladies and Gentlemen:
We have acted as counsel for Premium Standard Farms, Inc., a Delaware
corporation (the "Company"), PSF Group Holdings, Inc., a Delaware corporation
("PSF Group Holdings"), The Lundy Packing Company, a North Carolina corporation
("Lundy Packing"), Lundy International, Inc., a North Carolina corporation
("Lundy International"), and Premium Standard Farms of North Carolina, Inc., a
Delaware corporation ("PSF North Carolina," and, together with PSF Group
Holdings, Lundy Packing and Lundy International, the "Guarantors") in connection
with the preparation and filing by the Company and the Guarantors of a
registration statement (the "Registration Statement") on Form S-4 under the
Securities Act of 1933, as amended (the "Securities Act"), and any amendments
thereto for the registration under the Securities Act of (i) $175,000,000
aggregate principal amount of 9-1/4% Senior Notes due 2011 of the Company (the
"Notes") and (ii) the guarantees (the "Guarantees") of the Notes by the
Guarantors. The Notes and the Guarantees are to be issued under an Indenture,
dated as of June 7, 2001 (the "Indenture"), among the Company, the Guarantors
and Wilmington Trust Company, as trustee. In connection therewith, you have
requested our opinion as to certain matters referred to below.
In our capacity as such counsel, we have familiarized ourselves with the
actions taken by: (i) the Company in connection with the registration of the
Notes; and (ii) the Guarantors in connection with the registration of the
Guarantees. We have examined originals or certified copies of other documents,
including the Registration Statement, as we have deemed relevant and necessary
as a basis for the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures on original documents and the
authenticity of all documents submitted to us as conformed or photostatic
copies, and the authenticity of the originals of such latter documents.
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Premium Standard Farms, Inc., et al.
June 29, 2001
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Based upon and subject to the foregoing, we are of the opinion that
(subject to compliance with the pertinent provisions of the Securities Act and,
with respect to the Indenture, the Trust Indenture Act of 1939, as amended, and
to compliance with such securities or "blue sky" laws of any jurisdiction as may
be applicable):
1. When duly executed, authenticated and delivered in accordance with the
Indenture, the Notes will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance and similar laws relating to or affecting
the enforcement of creditors' rights generally and subject to general principles
of equity.
2. The Guarantees constitute valid and binding obligations of the
respective Guarantors, enforceable against the Guarantors in accordance with
their terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance and similar laws
relating to or affecting the enforcement of creditors' rights generally and
subject to general principles of equity.
We consent to the reference to our firm in the Prospectus included as a
part of the Registration Statement under the caption "Legal Matters," and to the
inclusion of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP