Exhibit 3.5

CERTIFICATE OF INCORPORATION

OF

B&G FOODS SNACKS, INC.

1.Name.  The name of the corporation is B&G Foods Snacks, Inc. (the “Corporation”).

2.Registered Office and Registered Agent.  The registered office of the Corporation in the State of Delaware is to be located at 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent,  19904.  The Registered Agent in charge thereof is National Registered Agents, Inc.

3.Corporate Purposes.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Corporation Law”).

4.Authorized Capital.  The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share (the “Stock”).

The powers, preferences and rights and the qualifications, limitations and restrictions of the Stock are as set forth below:

(a)Dividends.  When, as and if dividends are declared on the Stock, whether payable in cash, in property or in securities of the Corporation, the holders of shares of the Stock shall be entitled to share equally, share for share, in such dividends.

(b)Voting Rights.  Except as otherwise provided by law and this Certificate of Incorporation, the holders of shares of the Stock shall be entitled to one vote per share on all matters to be voted on by the Stockholders of the Corporation.

(c)No Pre-Emptive Rights.  No holder of the Stock shall, except as provided herein, be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional issue of stock of any class whatsoever, or of securities convertible into any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend.

5.Management of Business.  The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

5.1.Bylaws.  The original Bylaws of the Corporation shall be adopted by the sole incorporator.  In furtherance and not in limitation of the powers conferred by statute,

the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

5.2.Number and Election of Directors.  The number of directors from time to time shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.  The election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

6.Indemnification by the Corporation; Liability of Directors.  The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the Corporation Law, and the Corporation shall indemnify all persons whom it is permitted to indemnify to the full extent permitted by Section 145 of the Corporation Law, as amended from time to time.  Without limiting the generality of the foregoing, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.  Any repeal or modification of this Section 6 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

7.Incorporator.  The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Brian P. Spitser	c/o B&G Foods, Inc.
	Four Gatehall Drive, Suite 110
	Parsippany, NJ 07054

The undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 20th day of September, 2012.

/s/ Brian P. Spitser

Brian P. Spitser

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