EXHIBIT 5.1


                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                              NEW YORK, NY 10017

                                  212-450-4000




                                                     March 27, 2002


H.J. Heinz Finance Company
600 Grant Street
Pittsburgh, Pennsylvania, 15219

Ladies and Gentlemen:

     We have acted as special counsel to H. J. Heinz Finance Company, a
Delaware corporation (the "Company"), in connection with the Company's offer
(the "Exchange Offer") to exchange its 6.625% notes due July 15, 2011, its
6.00% notes due March 15, 2012 and its 6.75% notes due March 15, 2032 (the "New
Notes") for any and all of its outstanding 6.625% notes due July 15, 2011, its
outstanding 6.00% notes due March 15, 2012 and its outstanding 6.75% notes due
(the"Old Notes"). The Old Notes were issued, and it is proposed that the New
Notes be issued, under an indenture dated as of July 6, 2001 among the Company,
H. J. Heinz Company as guarantor and Bank One, National Association, as trustee
(the "Trustee") (as may be supplemented or amended from time to time, the
"Indenture").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
the purpose of rendering this opinion.

     Upon the basis of the foregoing and assuming the due authorization,
execution and delivery of the Indenture by the parties thereto, we are of the
opinion that the New Notes, when authorized, executed, authenticated and
delivered in exchange for the Old Notes in accordance with the terms of the





H.J. Heinz Finance Company                 2                      March 27, 2002


Exchange Offer and the Indenture, will be valid and binding obligations of the
Company enforceable in accordance with their terms, except (i) as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting creditors' rights generally, (ii) as such enforcement
may be limited by general principles of equity, regardless of whether
enforcement is sought in a proceeding at law or in equity and (iii) to the
extent that a waiver of rights under any usury or stay law may be
unenforceable.

     We hereby confirm the opinion set forth under the caption "Taxation" in
each prospectus that is part of the Registration Statement on Form S-4 filed by
the Company with the Securities and Exchange Commission on March 27, 2002.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
references to us under the caption "Validity of the New Notes" in each
prospectus contained in such Registration Statement.

     This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that Bank One Trust Company, N.A., as Exchange Agent for the
Exchange Offer, may rely upon this opinion as if it were addressed directly to
it.

                                            Very truly yours,

                                            /s/ Davis Polk & Wardwell