Doughties Foods Inc – ‘S-8’ on 6/16/98 – EX-5

As of:  Tuesday, 6/16/98   ·   Effective:  6/16/98   ·   Accession #:  916641-98-707   ·   File #:  333-56951

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement on Form S-8                     8     32K 
 2: EX-5        Opinion and Consent of Counsel of Registrant           1      7K 
 3: EX-23       Consent of Price Waterhouse LLP--Exhibit 23(B)         1      5K 
 4: EX-99       1998 Stock Incentive Plan                              8     42K 

EX-5   —   Opinion and Consent of Counsel of Registrant

                                             EXHIBIT 5

McGuire, Woods, Battle & Boothe, LLP  
World Trade Center    
Suite 9000    
101 West Main Street  
Norfolk, Virginia 23510-1655

 June 12, 1998

Doughtie's Foods, Inc.                                                          
2410 Wesley Street                                                              
Portsmouth, Virginia  23707                                                     
Doughtie's Foods, Inc. (the "Company")                                          

Ladies and Gentlemen:                                                           

 You propose to file as soon as possible with the Securities and
Exchange Commission a registration statement on Form S-8 (the "Registration     
Statement") relating to the 1998 Doughtie's Foods, Inc. Stock Incentive Plan    
(the "Plan").  The Registration Statement covers 112,500 shares of the Company's
Common Stock, par value $1.00, which have been reserved for issuance under the  
Plan.                                                                           

         In rendering this opinion, we have examined such certificates of public
officials, certificates of officers of the Company, documents and records of the
Company (or copies of such documents and records certified to our satisfaction) 
and such other documents, certificates, records and papers as we have deemed    
necessary as a basis for such opinion.                                          

    Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the 112,500 shares of the Company's Common 
Stock which are authorized for sale under the Plan, when issued and sold in     
accordance with the terms and provisions of the Plan, will be duly authorized,  
legally issued, fully paid and nonassessable.                                   

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and further consent to the use of our name wherever      
appearing in the Registration Statement.                                        

        Sincerely,

                                      /s/ MCGUIRE, WOODS, BATTLE & BOOTHE, LLP

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		6/16/98		None on these Dates
		6/12/98
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