EXHIBIT 5.1
[Letterhead of O'Melveny & Myers LLP]
August 20, 2004
Pinnacle Foods Group Inc.
6 Executive Campus
Cherry Hill, New Jersey 08002
Re: Exchange Offer for $394,000,000 8 1/4% Senior Subordinated
Notes due 2013 for up to $394,000,000 8 1/4% Senior
Subordinated Notes due 2013
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4
(such registration statement, as amended or supplemented, the "Registration
Statement") of Pinnacle Foods Group Inc., a Delaware corporation (the
"Company"), in connection with the proposed offer (the "Exchange Offer") to
exchange any and all of the Company's outstanding 8 1/4% Senior Subordinated
Notes due 2013 (the "Old Notes"), for the Company's 8 1/4% Senior Subordinated
Notes due 2013 (the "Exchange Notes"), that are being registered pursuant to the
Registration Statement, which Exchange Notes will be guaranteed (the "Exchange
Guarantees") by each of the parties listed on Schedule I hereto (the "Delaware
Corporate Guarantors" and each a "Delaware Corporate Guarantor"), each of the
parties listed on Schedule II hereto (the "Delaware LLC Guarantors" and each a
"Delaware LLC Guarantor" and, together with the Delaware Corporate Guarantors,
the "Delaware Guarantors") and each of the parties listed on Schedule III hereto
(the "Other Guarantors" and, together with the Delaware Guarantors, the
"Guarantors").
We have examined originals or copies of those corporate and other records
and documents we considered appropriate. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with originals of all documents submitted to us as copies.
Pinnacle Foods Group Inc.
Page 2 -- August 20, 2004
Upon the basis of the foregoing, we are of the opinion that:
1. The Exchange Notes have been duly authorized by all necessary corporate
action on the part of the Company and, when the Exchange Notes are executed,
authenticated and delivered by or on behalf of the Company against the due
tender and delivery of the Old Notes in an aggregate principal amount equal to
the aggregate principal amount of the Exchange Notes, such Exchange Notes will
be legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law.
2. The Exchange Guarantees have been duly authorized by all necessary
corporate or other action, as applicable, on the part of the Delaware Guarantors
and, when the Exchange Notes are executed, authenticated and delivered by or on
behalf of the Company against the due tender and delivery of the Old Notes in an
aggregate principal amount equal to the aggregate principal amount of the
Exchange Notes (and assuming due authorization of the Exchange Guarantees by the
Other Guarantors), the Guarantee of each Guarantor will be a legally valid and
binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally (including, without limitation, fraudulent conveyance laws) and
by general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or law.
For purposes of our opinion in paragraph 2 above, we have assumed that each
of the Other Guarantors (i) is a corporation duly organized, validly existing
and in good standing under the laws of its state of organization, (ii) has the
corporate power and authority to authorize the Exchange Guarantees, (iii) has
taken all requisite corporate action to authorize the Exchange Guarantees and
(iv) has duly authorized the Exchange Guarantees.
The law covered by this opinion is limited to the present law of the State
of New York and the present Delaware General Corporation Law and the present
Delaware Limited Liability Company Act. We express no opinion as to the laws of
any other jurisdiction and no opinion regarding the statutes, administrative
decisions, rules, regulations or requirements of any county, municipality,
subdivision or local authority of any jurisdiction.
Pinnacle Foods Group Inc.
Page 3 -- August 20, 2004
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus included as part of the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder.
Respectfully submitted,
/S/ O'MELVENY & MYERS LLP
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Pinnacle Foods Group Inc.
Page 4 -- August 20, 2004
SCHEDULE I
DELAWARE CORPORATE GUARANTORS
Pinnacle Foods Corporation
Pinnacle Foods Brands Corporation
PF Sales (N. Central Region) Corp.
Pinnacle Foods Group Inc.
Page 5 -- August 20, 2004
SCHEDULE II
DELAWARE LLC GUARANTORS
PF Sales, LLC
PF Distribution, LLC
Pinnacle Foods Group Inc.
Page 6 -- August 20, 2004
SCHEDULE III
OTHER GUARANTORS
Pinnacle Foods Management Corporation, a Connecticut corporation
PF Standards Corporation, a New Jersey corporation
Sea Coast Foods Inc., a Washington corporation