Exhibit 5.12

                   [Bonilla, Montano & Toriello Letterhead]


                                                                   March 5, 2004

MESSRS.
BURNS PHILP GUATEMALA, SOCIEDAD ANONIMA
GUATEMALA CITY, GUATEMALA
CENTRAL AMERICA

Ladies and Gentlemen:

                  Re:   9 -3/4 % Series B Senior Subordinated Notes Due 2012

      We have acted as special GUATEMALAN counsel to BURNS PHILP GUATEMALA,
SOCIEDAD ANONIMA, a GUATEMALAN corporation (the "Company"), in connection with
the offer to exchange (the "Exchange Offer") by Burns Philp Capital Pty Limited,
an Australian corporation (the "Issuer") and wholly owned subsidiary of Burns,
Philp & Company Limited ("Burns Philp"), of U.S.$400,000,000 aggregate principal
amount of 9 -3/4 % Series B Senior Subordinated Notes due 2012 (the "Exchange
Notes") which are being registered under the Securities Act of 1933, as amended
(the "Securities Act"), for its existing 9-3/4 % Senior Subordinated Notes due
2012 (the "Old Notes"), as described in the Registration Statement on Form F-4
(File Number 333-98141) relating to the Exchange Offer (as amended or
supplemented, the "Registration Statement"), initially filed with the United
States Securities and Exchange Commission on August 9, 2002. The Old Notes were
issued, and the Exchange Notes are proposed to be issued, under an indenture
dated as of June 21, 2002 (the "Indenture"), among the Issuer, Burns Philp and
certain subsidiaries of Burns Philp (together with the Company, the "Subsidiary
Guarantors") and The Bank of New York, a New York banking corporation, as
Trustee (the "Trustee"). The terms of the Exchange Notes to be issued are
substantially identical to the Old Notes, except for certain transfer
restrictions and registration rights relating to the Old Notes. The Old Notes
are, and the Exchange Notes will be, fully and unconditionally guaranteed by the
Company and the Subsidiary Guarantors on a senior subordinated basis (the
"Guarantees"). The Indenture is an exhibit to the Registration Statement.

      We have examined originals, or copies certified or otherwise identified to
our satisfaction, of the Indenture, the Supplemental Indenture of Additional
Subsidiary Guarantors and other documents delivered in connection with the
Guarantees including the minutes number four (4) containing General - All
Present- Stockholders Meeting of Burns Philp Guatemala, S.A. dated as of
November 26 of 2002 (the "Relevant Documents"), as in our judgment are necessary

or appropriate to enable us to render the opinion expressed below. In rendering
such opinion, we have relied as to factual matters upon the representations,
warranties and other statements made in the Relevant Documents.

      In our examination, we have assumed, (i) the genuineness of all signatures
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to the original
documents of all documents submitted as conformed, facsimile or photostatic
copies.

      Based upon the foregoing, and subject to the exceptions, qualifications,
limitations and assumptions herein set forth, we are of the opinion that (i) The
Company is validly incorporated and is an existing corporation in good standing
under the laws of Guatemala; (ii) The Company has full power and authority, and
all necessary consents and approvals to execute, deliver and perform its
obligations under the Indenture; (iii) the Indenture has been duly executed,
delivered and authorized by all necessary corporate or shareholder action on the
part of the Company; and (iv) The execution and delivery by the Company of, and
performance by the Company of its obligations under the Indenture, and
compliance by the Company with all of the provisions thereof, did not and will
not result in a breach or violation of the charter of incorporation and bylaws
of the Company or the laws of Guatemala.

      In rendering the foregoing opinion, we express no opinion, directly or
indirectly, as to laws other than the laws of GUATEMALA. The foregoing opinion
is rendered as of the date hereof and we assume no obligation to update such
opinion to reflect any facts or circumstances, which may hereafter come to our
attention or any changes in the law, which may hereafter occur.

      We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included therein. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. Dewey
Ballantine LLP may rely on our opinion with respect to matters of Guatemalan law
for purposes of its opinion filed as an exhibit to the Registration Statement,
as if our opinion had been addressed to it.

                                        Very truly yours,

                                        /s/ L. Barrios