Exhibit 5.14



                        [MACLEOD DIXON S.C. LETTERHEAD]


March 5, 2004

BURNS PHILP VENEZUELA, S.A.
Centro San Ignacio, Torre Copernico, Piso 8
Av. Blandin, Urb. La Castellana, Caracas, Venezuela

Ladies and Gentlemen:

                  RE: 10-3/4% SENIOR SUBORDINATED NOTES DUE 2011

We have acted as special Venezuelan counsel to BURNS PHILP VENEZUELA, S.A., a
Venezuelan company (the "Company"), in connection with the offer to exchange
(the "Exchange Offer") by Burns Philp Capital Pty Limited, an Australian
corporation, and Burns Philp Capital (U.S.) Inc., a Delaware corporation (the
"Issuers") wholly owned subsidiaries of Burns, Philp & Company Limited ("Burns
Philp"), of U.S.$210,000,000 aggregate principal amount of 10-3/4% Senior
Subordinated Notes due 2011 (the "Exchange Notes") which are being registered
under the Securities Act of 1933, as amended (the "Securities Act"), for its
existing 10-3/4% Senior Subordinated Notes due 2011 (the "Old Notes"), as
described in the Registration Statement on Form F-4 (File No. 333-107085)
relating to the Exchange Offer (as amended or supplemented, the "Registration
Statement"), initially filed with the United States Securities and Exchange
Commission on July 16, 2003. The Old Notes were issued, and the Exchange Notes
are proposed to be issued, under an indenture dated as of February 20, 2003 (the
"Indenture"), among the Issuers, the guarantors named therein (together with the
Company, the "Subsidiary Guarantors") and Wells Fargo Bank, National
Association, 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, guaranteed by the Company in
accordance with the Indenture.

We have examined originals, or copies certified or otherwise identified to our
satisfaction, or draft copies, of the Exchange Notes, the Old Notes and the
Indenture (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 and the
Registration Statement.

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
signed documents of all documents submitted as copies or drafts of any kind. In
particular, we make reference to the following copies provided to us
electronically by Dewey Ballantine LLP: (i) an executed copy of the Indenture,
and an executed copy of the





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Old Notes; and (ii) the form of Exchange Notes (as an attachment to the
execution copy of the Indenture), which we assume will be signed in that form.

Based upon the foregoing, and subject to the exceptions, qualifications,
limitations and assumptions herein set forth, we are of the opinion that (i) the
execution and delivery of, and the performance by the Company of its obligations
under, the Indenture has been duly authorized by all requisite corporate action
of the part of the Company; (ii) the Company was duly incorporated and remains
validly registered with the Fifth Commercial Registry of the Judicial Circuit of
the Capital District and State of Miranda, as a corporation under the laws of
the Bolivarian Republic of Venezuela; (iii) the Company has full power and
authority and, subject to compliance with any applicable exchange control rules,
all necessary consents and approvals, to execute, deliver and perform its
obligations under the Indenture; (iv) the Indenture has been duly executed and
delivered by the Company; and (v) the execution, delivery and performance of its
obligation under the Indenture by the Company is not in conflict with Company
Corporate Records (as this term is defined below).

Our opinions above are subject to the following:

         (a)      In rendering the foregoing opinions, we express no opinion,
                  directly or indirectly, as to laws other than the laws of the
                  Bolivarian Republic of Venezuela in force on the date hereof.
                  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.

         (b)      No assumption or qualification in this opinion limits another
                  assumption or qualification in it, and no statement as to
                  knowledge, investigation, review or assumption is based on any
                  independent investigation or the knowledge of any of our
                  personnel, other than those lawyers directly involved in the
                  preparation of this opinion, and except in each case as
                  expressly set out herein.

         (c)      We have relied on a search of the public records on file at
                  the Commercial Registry with which the Company is registered,
                  and of its internal corporate records (the "Company Corporate
                  Records") as of February 26, 2004; and on the corporate
                  certificate issued by the Company on February 27, 2004.

This opinion is addressed to you for your own use. Neither it nor any copy of it
may be shown to or quoted or referred to in any public document or filed with
any other person without our prior written consent, save as detailed in the next
paragraph below.

We hereby consent to the filing of this legal opinion with the Commission as an
exhibit to the Registration Statement and to the reference made to this firm
therein. In giving this consent, we do not thereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder. In addition, we hereby consent that Dewey Ballantine LLP may rely on
this legal opinion with respect to matters of Venezuelan law, to the extent
applicable, for purposes of its opinion filed as an exhibit to the Registration
Statement, as if this legal opinion had been addressed to it.

Very truly yours,

/s/ DESPACHO DE ABOGADOS MIEMBROS DE MACLEOD DIXON, S.C.


DESPACHO DE ABOGADOS MIEMBROS DE MACLEOD DIXON, S.C.