EXHIBIT 5.2

        [ON LETTERHEAD STATIONERY OF HEIDMAN, REDMOND, ET. AL. LAW FIRM]

                                     [Date]

Seminis Vegetable Seeds, Inc.
Seminis, Inc.
Petoseed International, Inc.
PGI Alfalfa, Inc.
Baxter Seed Co., Inc.
2700 Camino del Sol
Oxnard, CA 93030

Ladies and Gentlemen:

         We have acted as special Iowa counsel to PGI Alfalfa, Inc., an Iowa
corporation (the "Iowa Subsidiary") in connection with the preparation,
execution, and delivery of a Registration Rights Agreement dated January 23,
2004 between the Company, the other guarantors named therein and the initial
purchasers named therein, and the Indenture dated as of September 29, 2003,
among the Company, the Iowa Subsidiary, the other guarantors named therein and
the Trustee, Wells Fargo Bank, N.A.

         In that connection, we have examined (a) the articles of incorporation
of the Iowa Subsidiary and all amendments thereto (the "Articles"), (b) the
by-laws of the Iowa Subsidiary (the "By-laws"), (c) the resolutions of the
directors of the Iowa Subsidiary regarding this transaction, (d) the Indenture,
Registration Rights Agreement, Guarantee, Exchange Notes and Exchange Guarantees
(collectively the "Basic Documents"), (e) such other corporate documents,
official records and other instruments, and such laws and regulations, as we
have deemed necessary in order to render this opinion, and as to factual matters
we have relied upon the certificates of officers of the Iowa Subsidiary. All
capitalized terms used herein, except as otherwise defined herein, are used with
the same meaning as defined in or used in the Basic Documents. Based solely on
the foregoing, and reliance thereon without further investigation, and subject
to the limitations and qualifications contained herein, we are of the opinion
that as of the date hereof:

                          HEIDMAN, REDMOND, FREDREGILL,
                    PATTERSON, PLAZA, DYKSTRA & PRAHL, L.L.P.

PGI Alfalfa, Inc. - Exchange Guarantees opinion letter of special Iowa counsel
[Date]
Page 2

1.       The Exchange Guarantees to be endorsed on the Exchange Notes to which
         the Iowa Subsidiary is a party have been duly and validly authorized by
         the Iowa Subsidiary.

2.       The Exchange Guarantees to be endorsed on the Exchange Notes to which
         the Iowa Subsidiary is a party, when duly endorsed on the Exchange
         Notes in the manner contemplated by the Registration Statement and in
         accordance with the terms of the Registration Rights Agreement and the
         Indenture and when the Exchange Notes are executed, delivered and
         authenticated in accordance with the terms of the Indenture will
         constitute valid and legally binding obligations of the Iowa Subsidiary
         enforceable against the Iowa Subsidiary under Iowa law and in the
         courts of Iowa in accordance with the their terms, subject to the
         qualification that (i) enforceability of the obligations of the Iowa
         Subsidiary thereunder may be limited by (x) bankruptcy, fraudulent
         conveyance or transfer, insolvency, reorganization, moratorium and
         other similar laws relating to or affecting creditors' rights
         generally, and (y) the application of general principles of equity
         (regardless of whether considered in a proceeding in law or equity)
         including, without limitation (a) the possible unavailability of
         specific performance, injunctive relief or any other equitable remedy
         and (b) concepts of good faith, reasonableness, fair dealing and
         materiality, and (ii) the waiver of defenses by the Iowa Subsidiary in
         the guarantees may be limited by principles of public policy in Iowa.

         In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the original documents of the documents submitted to us as
copies. We have relied upon the documents we have examined with respect to the
accuracy of material factual matters contained herein and said matters were not
independently established by us. In rendering the foregoing opinion, we advise
you that (a) as to certain factual matters contained herein, we are relying
exclusively upon the certificates of officers of the Iowa Subsidiary and we
disclaim any undertaking to further investigate such factual matters; and (b) we
do not render any opinion as to legal matters governed by laws other than those
of the State of Iowa, or corporate or commercial laws generally in effect.

                          HEIDMAN, REDMOND, FREDREGILL,
                    PATTERSON, PLAZA, DYKSTRA & PRAHL, L.L.P.

PGI Alfalfa, Inc. - Exchange Guarantees opinion letter of special Iowa counsel
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Page 3

         The foregoing opinion is for the benefit of the parties to whom this
opinion is addressed and may not be disclosed to or relied upon any other person
or entity without our express written consent, except this opinion may be
disclosed to the attorneys and agents of the parties to whom it is addressed.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.

                                                     Very truly yours,