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                                                                       EXHIBIT 5


                     B A S S,  B E R R Y  &  S I M S  P L C
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                                ATTORNEYS AT LAW

2700 FIRST AMERICAN CENTER                      1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700                 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200                        KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293                       TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234                       TELECOPIER (423) 521-6234



                                  May 11, 1999




Performance Food Group Company
6800 Paragon Place
Suite 500
Richmond, VA 23230

       Re: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

       We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1993 Employee Stock Incentive Plan and Employee Stock Purchase Plan (the
"Plans") filed by you with the Securities and Exchange Commission covering an
aggregate of 600,000 shares (the "Shares") of common stock, $.01 par value,
issuable pursuant to the Plans.

       In so acting we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.

       Based on the foregoing, we are of the opinion that the Shares, when 
issued pursuant to and in accordance with the respective plan, will be validly
issued, fully paid, and non-assessable.

       We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.


                                           Very truly yours,

                                           /s/ Bass, Berry & Sims PLC