EX-5 3 l94546aex5.txt EXHIBIT 5 Exhibit 5 Robert W. Olson Senior Vice President, General Counsel, and Secretary Chiquita Brands International Inc. 250 East Fifth Street Cincinnati, Ohio 45202 May 17, 2002 Securities & Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir or Madam: I have acted as counsel to Chiquita Brands International, Inc., a New Jersey corporation ("Chiquita"), in connection with the registration of an aggregate of 6,725,926 shares of Chiquita's Common Stock, par value $.01 per share (the "Shares"), which may be issued pursuant to the Chiquita 2002 Stock Option and Incentive Plan and the Chiquita Brands International, Inc. Stock Unit Plan (the "Plans"). I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary for purposes of this opinion and, based upon such review, I am of the opinion that the Shares have been duly and validly authorized and, when issued or sold in accordance with the terms of the Plans, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8 to be filed by Chiquita to effect registration under the Securities Act of 1933 of the Shares. Very truly yours, /s/ Robert W. Olson