EXHIBIT 5.1
May 27, 1999
Board of Directors
Provena Foods Inc.
5010 Eucalyptus Avenue
Chino, CA 91710
Re: Form S-8 Registration Statement
Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission on or
about June 1, 1999 to register 500,000 shares of common stock, no par value per
share (the "Common Stock"), of Provena Foods Inc., a California corporation (the
"Company") pursuant to the Company's 1988 Stock Purchase Plan ("Stock Purchase
Plan").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified and otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and relying upon the foregoing examination and assumptions,
we are of the opinion that, assuming the Registration Statement shall have
become effective pursuant to the provisions of the Securities Act of 1933, as
amended, the shares of Common Stock being offered in the Registration Statement,
when issued in accordance with the Registration Statement and the provisions of
the Stock Purchase Plan will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement., and any amendments thereto.
FISHER THURBER LLP
By: /s/ David A. Fisher
-------------------------------------
David A. Fisher