EX-5 2 shmms8opinion.htm Opinion of Smith Helms  

                                                                                                            EXHIBIT 5.1

[Letterhead of Smith Helms Mulliss & Moore, L.L.P.]






                                                                       June 11, 2001
 

Ruddick Corporation
301 S. Tryon Street, Suite 1800
Charlotte, North Carolina 28202

Re: Registration Statement on Form S-8
       1,200,000 Shares of Common Stock
       Ruddick Corporation
       2000 Comprehensive Stock Option and Award Plan

Ladies and Gentlemen:

       In connection with the possible offering and sale from time to time of up to 1,200,000 shares of the common stock (the "Shares") of Ruddick Corporation (the "Corporation"), upon the terms and conditions set forth in the Registration Statement on Form S-8 (the "Registration Statement"), filed on June 11, 2001, by the Corporation with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the prospectus constituting a part thereof (the "Prospectus"), we are of the opinion that when (a) the Registration Statement shall become effective, and (b) the Shares have been sold upon the terms and conditions set forth in the Registration Statement and the Prospectus, the Shares will be validly authorized and legally issued, fully paid and nonassessable.

        We hereby consent (1) to be named in the Registration Statement and in the Prospectus as attorneys who will pass upon the legality of the Shares and (2) to the filing of a copy of this opinion as Exhibit 5.1 of the Registration Statement.

                                                                                         Very truly yours,

                                                                   /s/ SMITH HELMS MULLISS & MOORE, L.L.P.