EX-5.1

Walter S. Weems

The Pinnacle Building

Post Office Drawer 119

Jackson Mississippi 39205

190 East Capitol Street

E-Mail: wweems@brunini.com

Jackson, Mississippi 39201

ATTORNEYS AT LAW

Direct: 601.960.6863

Telephone: 601.948.3101

Facsimile: 601.960.6902

Exhibit 5.1

October 2, 2020

Sanderson Farms, Inc.

127 Flynt Road

Laurel, Mississippi 39443

Re:

Sanderson Farms, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as corporate counsel to Sanderson Farms, Inc., a Mississippi corporation (the “Company”), in connection with Securities (defined below) that are covered by the Company’s Registration Statement on Form S-3 (the “Registration Statement”), as prepared by the Company’s special securities counsel, to be filed with the Securities and Exchange Commission (the “Commission”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate number of shares of Company Common Stock, $1.00 par value per share (the “Common Stock”), and shares of Company Preferred Stock (the “Preferred Stock”), and such indeterminate number of shares of Common Stock as may be issued upon conversion, redemption, exchange, exercise, or settlement of any Preferred Stock, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments, in amounts, at prices, and on terms to be determined at the time of offering. The Preferred Stock and the Common Stock that are covered by the Registration Statement are collectively referred to herein as the “Securities.”

We have examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others without further investigation as to the facts set forth therein.

In such examination, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed; (d) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act and no stop order suspending its effectiveness will have been issued and remains in effect; (e) a prospectus supplement will have been filed with the Commission describing the Securities offered thereby; (f) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (g) a definitive purchase, underwriting, or similar agreement with respect to any Securities offered

Sanderson Farms, Inc.

October 2, 2020

Page 2

will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (h) with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock authorized under the Company’s organizational documents and not otherwise reserved for issuance. We have assumed that the terms of the Securities will have been established so as not to, and that the execution and delivery by the Company, and the performance of its obligations under, the Securities will not, violate, conflict with, or constitute a default under (i) any agreement or instrument to which the Company is subject, (ii) any law, rule, or regulation to which the Company is subject, (iii) any judicial or regulatory order or decree of any governmental authority, or (iv) any consent, approval, license, authorization, or validation of, or filing, recording, or registration with, any governmental authority.

Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that:

With respect to the shares of any series of Preferred Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Preferred Shares”), when (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act and no stop order suspending its effectiveness will have been issued and remains in effect, (b) an appropriate prospectus supplement or term sheet with respect to the Offered Preferred Shares has been prepared, delivered, and filed in compliance with the Securities Act and the applicable rules and regulations thereunder, (c) if the Offered Preferred Shares are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Preferred Shares has been duly authorized, executed, and delivered by the Company and the other parties thereto, (d) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance, terms and sale of the Offered Preferred Shares, the consideration to be received therefor, and related matters, (e) a Certificate of Designation conforming to the Mississippi Business Corporation Act regarding such series of Preferred Stock has been filed with the Secretary of State of the State of Mississippi, (f) the terms of the Offered Preferred Shares and of their issuance and sale have been duly established in conformity with the terms of the particular series as established by the Board of Directors, so as not to violate any applicable law, the organizational documents of the Company, or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (g) certificates in the form required under the Mississippi Business Corporation Act representing the Offered Preferred Shares are duly executed, countersigned, registered, and delivered upon payment of the agreed-upon consideration therefor, the Offered Preferred Shares (including any shares of Preferred Stock duly issued upon conversion, redemption, exchange, exercise, or settlement of any Preferred Stock), when issued or sold in accordance with the applicable underwriting agreement or any other duly authorized, executed, and delivered valid and binding purchase or agency agreement, will be validly issued, fully paid and nonassessable.

Sanderson Farms, Inc.

October 2, 2020

Page 3

With respect to any shares of Common Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Common Shares”), when (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act and no stop order suspending its effectiveness will have been issued and remains in effect, (b) an appropriate prospectus supplement or term sheet with respect to the Offered Common Shares has been prepared, delivered, and filed in compliance with the Securities Act and the applicable rules and regulations thereunder, (c) if the Offered Common Shares are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Shares has been duly authorized, executed, and delivered by the Company and the other parties thereto, (d) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Offered Common Shares, the consideration to be received therefor, and related matters, (e) the terms of the issuance and sale of the Offered Common Shares have been duly established in conformity with the organizational documents of the Company, do not violate any applicable law, or result in a default under or breach of any agreement or instrument binding upon the Company, and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (f) certificates in the form required under the Mississippi Business Corporation Act representing the Offered Common Shares are duly executed, countersigned, registered, and delivered upon payment of the agreed upon consideration therefor, the Offered Common Shares (including any shares of Common Stock duly issued upon conversion, redemption, exchange, exercise, or settlement of any Preferred Stock registered on the Registration Statement), when issued and sold in accordance with the applicable underwriting agreement with respect to the Offered Common Shares or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be validly issued, fully paid and nonassessable.

We are members of the Bar of the State of Mississippi, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of Mississippi as in effect on the date hereof. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

Sanderson Farms, Inc.

October 2, 2020

Page 4

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Sincerely yours,

/s/ Brunini, Grantham, Grower & Hewes, PLLC

WSW/vmp