EXHIBIT 5.1
[FAEGRE & BENSON LLP LETTERHEAD]
May 8, 2002
Land O'Lakes, Inc.
4001 Lexington Avenue North
Arden Hills, Minnesota 55126
Re: Land O'Lakes, Inc.
Registration Statement on Form S-4
Ladies/Gentlemen:
At your request, we have examined the Registration Statement filed
March 18, 2002 on Form S-4, No. 333-84486, as amended by Amendment No. 1, filed
May 8, 2002 (the "Registration Statement") of Land O'Lakes, Inc., a Minnesota
cooperative corporation (the "Company"), and certain of its direct and indirect
subsidiaries (the "Subsidiary Guarantors") listed therein, which you have filed
with the Securities and Exchange Commission in connection with the exchange of
$350,000,000 principal amount of the Company's 8 3/4% Senior Notes due 2011 (the
"Notes") for $350,000,000 principal amount of its outstanding 8 3/4% Senior
Notes due 2011 (the "Old Notes"). The Notes will be issued pursuant to an
Indenture (including the guarantees of the Subsidiary Guarantors set forth
therein (the "Guarantees"), the "Indenture") dated as of November 14, 2001 among
the Company, each Subsidiary Guarantor and the Trustee named therein, and will
be guaranteed by such Subsidiary Guarantors pursuant to the Guarantees.
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this opinion. We have examined, among
other things, the terms of the Notes and the Indenture, including the
Guarantees.
Based on the foregoing and subject to the qualifications and
assumptions stated herein, we are of the opinion that:
1. When duly executed and authenticated as contemplated by the
Indenture and delivered to the holders of the Old Notes in exchange for the Old
Notes as contemplated by the Registration Statement, the Notes will constitute
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms and will be entitled to the benefits of
the Indenture.
2. When the Notes are executed and authenticated as contemplated by the
Indenture and delivered to the holders of the Old Notes in exchange for the Old
Notes as contemplated by the
Land O'Lakes, Inc.
and the Subsidiary Guarantors
May 8, 2002
Page 2
Registration Statement, the Guarantees endorsed thereon will be entitled to the
benefits of the Indenture and will be valid and binding obligations of the
Subsidiary Guarantors, enforceable in accordance with their terms.
The opinions expressed herein are subject to the following
qualifications, assumptions and limitations:
(a) In connection with rendering the opinions set forth herein, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies
thereof, and the authenticity of the originals of such latter documents.
(b) The opinions set forth herein may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally.
(c) Enforcement of the rights and remedies granted under the Notes and
the Indenture may be limited by general principles of equity (including, without
limitation, unconscionability), regardless of whether such enforcement is
considered in a proceeding in equity or at law, and in this regard we have
assumed that the holders of such rights and remedies will exercise them only in
good faith and under circumstances and in a manner which are commercially
reasonable.
(d) We have assumed that each party to the Notes and the Indenture
(other than the Company and the Subsidiary Guarantors) has complied with all
legal requirements pertaining to its status as such status relates to its rights
to enforce such documents against the Company and the Subsidiary Guarantors.
(e) In rendering the opinions set forth herein, we have assumed that
(i) the Indenture has been duly authorized, executed and delivered by the
Trustee and that the Trustee has the power and authority to enter into and
perform the Indenture and (ii) the Indenture is valid and binding upon the
Trustee.
(f) We are opining herein as to the effect of the laws of the State of
New York and, as to the matters set forth in the opinions of John T. Rebane
referred to in paragraph (g) below, the laws of the states of organization of
the Company and the Subsidiary Guarantors.
(g) In rendering the opinions set forth herein, we have relied upon the
opinion of John T. Rebane, of even date herewith, as to the matters therein set
forth.
(h) Our opinions set forth in this letter are based upon the facts in
existence and laws in effect on the date hereof and we expressly disclaim any
obligation to update our opinions herein, regardless of whether changes in such
facts or laws come to our attention after the delivery hereof.
Land O'Lakes, Inc.
and the Subsidiary Guarantors
May 8, 2002
Page 3
(i) This opinion is directed to you, and may not be disclosed, quoted,
filed with a governmental agency or otherwise referred to without our prior
written consent; provided, however, we consent to your filing this opinion as an
exhibit to the Registration Statement. By so consenting, we do not imply or
admit that we are "experts" within the meaning of the Securities Act of 1933, or
other rules and regulations of the Securities and Exchange Commission issued
thereunder with respect to the Registration Statement, including this exhibit.
Very truly yours,
/s/ Faegre & Benson LLP
Faegre & Benson LLP