June 11, 2002

Seneca Foods Corporation
3736 South Main Street
Marion, New York 14505

                  Re:      Registration Statement on Form S-3


Ladies and Gentlemen:

     We  have  acted  as  counsel  to  Seneca  Foods  Corporation,  a  New  York
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission of a Registration  Statement on Form S-3
(the "Registration Statement"), covering 691,575 shares of Class A common stock,
par value  $0.25 per share (the  "Class A common  stock") to be offered  for the
account of a shareholder of the Company,  Carl Marks  Strategic  Investments II,
L.P.

     Capitalized  words and phrases not  otherwise  defined in this letter shall
have  the  same  meanings  and  definitions  as they  have  in the  Registration
Statement.

     Our opinions set forth are subject to the following qualifications:

     1. In  rendering  these  opinions,  we have  reviewed  such  records of the
Company and its  Subsidiaries as we have deemed  necessary in order to enable us
to furnish our opinions, including but not limited to the following records: (i)
the Registration Statement; (ii) the Company's Certificate of Incorporation,  as
amended;  (iii) the  Company's  Bylaws,  as  amended;  and (iv) the  records  of
corporate proceedings of the Company.

     2. Our opinions  are based solely on the federal laws of the United  States
of America and the laws of the State of New York.

     3. We have assumed  without  investigation  (i) that each  signature on any
document  executed in  connection  with this  transaction  is genuine,  (ii) the
authenticity of all documents submitted to us as originals and the conformity to
the authentic original  documents of all documents  submitted to us as copies or
facsimile,  (iii) the legal capacity of each natural person,  and (iv) that each
document  upon which we opine has been duly  authorized,  executed and delivered
and is a legal,  valid and binding  obligation  of each party thereto other than
the Company and is enforceable against each such other person in accordance with
its terms. Subject to the foregoing, we are of the opinion that:

     1. The Company is a corporation  duly organized and validly  existing under
the laws of the State of New York.

     2. The  shares  of Class A common  stock  offered  for the  account  of the
selling  shareholder are duly authorized for issuance by all necessary corporate
action and are legally issued, fully paid and non-assessable.

     We hereby  consent  to the  filing  of this  letter  as an  exhibit  to the
Registration  Statement and we further  consent to any and all references to our
name therein.

                                           Very truly yours,

                                           JAECKLE FLEISCHMANN & MUGEL, LLP

                                           /s/ Jaeckle Fleischmann & Mugel, LLP