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                                                                      EXHIBIT 5
 
                                 McGUIRE WOODS
                              BATTLE & BOOTHE LLP
 
                             3700 NationsBank Plaza
                             101 South Tryon Street
                      Charlotte, North Carolina 28280-0001
                 Telephone (704) 373-8999 - Fax (704) 373-8990


 
   
                               September 30, 1998
    

 
Board of Directors
Fresh Foods, Inc.
3437 E. Main Street
Claremont, NC 28610
 
   
Dear Sirs:
 
     We are acting as counsel to Fresh Foods, Inc., a North Carolina corporation
(the "Company"), and to the subsidiaries of the Company (the "Guarantors"), in
connection with the preparation, execution and filing with the Securities and
Exchange Commission (the "Commission"), under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement (No. 333-58711) on Form S-4 (as
amended, the "Registration Statement") and the offer, issuance and sale pursuant
to the Registration Statement of up to $115,000,000 aggregate principal amount
of 10 3/4% Senior Notes Due 2006 of the Company (the "Exchange Notes") as
described in the Registration Statement. Payment of the Exchange Notes is to be
guaranteed by the Guarantors pursuant to the Indenture as supplemented by a
First Supplemental Indenture dated as of September 5, 1998 (the "Indenture").
Capitalized terms defined in the Registration Statement and not otherwise
defined herein are used herein as defined therein.
 
     In our representation of the Company, we have examined the Registration
Statement, the Indenture, the Restated Articles of Incorporation and By-laws of
the Company, both as amended to date, and such other documents as we have
considered necessary for the purpose of rendering the opinion expressed below.
We have assumed the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies
of originals.
 
     Based upon the foregoing, it is our opinion that, if and when (i) the 
Registration Statement has become effective under the Act and (ii) the Exchange
Notes and the Guarantees have been (a) duly completed, executed, attested and
authenticated in accordance with the Indenture and (b) issued, exchanged and
delivered in the manner and for the consideration stated in the Indenture, the
Prospectus and the Letter of Transmittal (forms of which have been filed as part
of, or as exhibits to, the Registration Statement), then the Exchange Notes and
the Guarantees will be legally issued, fully paid and non-assessable and will be
valid and binding obligations of the Company and the Guarantors, respectively,
enforceable against the Company and the Guarantors in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws, now or hereafter in effect, and equitable
considerations of any court before which enforcement may be sought.
    
 
     The opinion expressed herein is limited to matters governed by the laws of
the State of North Carolina and the Act.
 
     We hereby consent to the use of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the heading "Legal
Matters" therein. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

 
                                       Very truly yours,
 
                                       /s/ McGUIRE, WOODS, BATTLE & BOOTHE LLP