EXHIBIT 5.1

                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                               NEW YORK, NY 10017
                                  212-450-4000


                                                     December 4, 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 New Notes will be subject to a Registration Statement on
Form S-4 (File No. 333-85064) (the "Registration Statement"). The 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, we are of the opinion that the New Notes,
when executed, authenticated and delivered in exchange for the Old Notes in
accordance with the terms of the Exchange Offer and the Indenture, will be
valid




H. J. Heinz Finance Company            2                       December 4, 2002


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 that the discussion 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 constitutes our opinion as the matters set forth therein.

     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, the General
Corporation Law of the State of Delaware 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 and the use of the name of our firm under the captions
"Taxation" and "Validity of the New Notes" in each prospectus contained in such
Registration Statement.

     This opinion is rendered in connection with the above matter. Bank One
Trust Company, N.A., as Exchange Agent for the Exchange Offer, may rely upon
this opinion.


                                            Very truly yours,

                                            /s/ DAVIS POLK & WARDWELL