Exhibit 5.2
                       [DORSEY & WHITNEY LLP LETTERHEAD]

March 5, 2004

Tone Brothers, Inc.
c/o Burns, Philp & Company Limited
Level 23
56, Pitt Street
Sydney NSW 2000
Australia

                  Re:      Tone Brothers, Inc., as guarantor of Burns Philp
                           Capital Pty Limited and Burns Philp Capital (U.S.)
                           Inc.
                           US$210,000,000 10-3/4% Series B Senior Subordinated
                           Notes due 2011 SEC Registration Number 333-107085

Ladies and Gentlemen:

         We have acted as special Iowa counsel to Tone Brothers, Inc., an Iowa
corporation (the "Company"), in connection with the issuance by Burns Philp
Capital Pty Limited, an Australian corporation, and Burns Philp Capital (U.S.)
Inc., a Delaware corporation (the "Issuers"), of US$210,000,000 in aggregate
principal amount of 10-3/4% Series B Senior Subordinated Notes due 2011 (the
"Notes") and the guarantee of the Notes (the "Guaranty") by the Company pursuant
to the Indenture (together with the Guaranty included therein, the "Indenture")
dated February 20, 2003 among the Issuers, the guarantors named therein,
including the Company, and Wells Fargo Bank, National Association, as trustee.

         For the purpose of this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Indenture. In addition,
we have obtained and relied upon such certificates and assurances from the
Company and public officials as we have deemed necessary for purposes of
expressing the opinions contained herein.

         Based upon the foregoing and such legal considerations as we have
deemed necessary, and subject to the assumptions and qualifications set forth
herein, we are of the opinion that:

         1.       The Company (a) is duly incorporated and is an existing
                  corporation in good standing under the laws of the State of
                  Iowa and (b) has all requisite corporate power and authority
                  to enter into and perform its obligations under the Indenture.



March 5, 2004
Page 2

         2.       The Indenture has been duly authorized by all necessary
                  corporate action on behalf of the Company.

         3.       The Indenture has been duly executed and delivered by the
                  Company.

         4.       The execution and delivery by the Company of, and performance
                  by the Company of its obligations under, the Indenture will
                  not result in a breach or violation of any of the terms and
                  provisions of, or constitute a default under, (a) any State of
                  Iowa statute, rule or regulation or (b) the articles of
                  incorporation or by-laws of the Company.

         Our opinions expressed above are limited to the laws of the State of
Iowa. We express no opinion as to the enforceability of the Indenture or any
other matter not specifically stated above.

         This opinion letter addresses the legal consequences of only the facts
existing or assumed as of the date hereof. The opinions expressed herein are
based on an analysis of existing laws and court decisions and cover certain
matters not directly addressed by such authorities. Such opinions may be
affected by actions taken or omitted, events occurring, or changes in the
relevant facts, after the date hereof. We have not undertaken to determine, or
to inform any person of, the occurrence or non-occurrence of any such actions,
events or changes. We disclaim any obligation to update this opinion letter for
events occurring or coming to our attention after the date hereof.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (the "Registration Statement") filed with the U.S.
Securities and Exchange Commission identified above, and to the reference
therein to our name under the caption "Legal Matters."

         Dewey Ballantine LLP may rely on this opinion with respect to matters
of Iowa 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,

                                       DORSEY & WHITNEY LLP

                                       /s/ Dorsey & Whitney LLP