Exhibit 5.1

July 5, 2006

H. J. Heinz Company
U.S. Steel Building, 60^th Floor
600 Grant Street
Pittsburgh, PA 15219

RE: Registration Statement on Form S-8

Gentlemen:

     I am Senior Vice President and General Counsel of H. J. Heinz Company (the “Company”) and have acted in such capacity in connection with the Registration Statement on Form S-8 under the Securities Act of 1933 relating to 1,500,000 shares of the Company’s Common Stock, $.25 par value per share (the “Plan Shares”), reserved for the purposes of the Company’s Employees Retirement and Savings Plan and SAVER Plan (together, the “Plans”).

     In connection therewith, I (or attorneys under my supervision) have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement and such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary for the purpose of this opinion. Upon the basis of the foregoing, I am pleased to advise you that, in my opinion, the Plan Shares reserved for the purpose of the Plan have been duly authorized and the Plan Shares, when issued and sold pursuant to the Plan, will be legally issued, fully paid, and non-assessable, except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including without limitation, those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

Theodore N. Bobby