EXHIBIT 5.1
                        [LETTERHEAD OF MCGUIREWOODS LLP]



                                    November 30, 2001



Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430

                             Smithfield Foods, Inc.
                      Registration Statement on Form S-4
                      ----------------------------------

Ladies and Gentlemen:

     Smithfield Foods, Inc. (the "Company"), has requested our opinion in
connection with various legal matters relating to the filing of a Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "1933 Act"), covering the offer to exchange $1,000
principal amount of 8% Senior Notes, Series B, due 2009 (the "Exchange Notes")
for each $1,000 principal amount of outstanding 8% Senior Notes, Series A, due
2009 (the "Senior Notes"). The Senior Notes were, and the Exchange Notes are to
be, issued under the Indenture, dated as of October 23, 2001 (the "Indenture"),
between the Company and SunTrust Bank, as trustee. The exchange will be made
pursuant to an exchange offer (the "Exchange Offer") contemplated by the
Registration Statement.

     We have examined copies of such records of the Company and such other
certificates and documents as we have deemed relevant and necessary for the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as certified or reproduced copies.  We have also assumed the
legal capacity of all persons executing such documents and the truth and
correctness of any representations or warranties therein contained.  As to
various questions of fact material to such opinions, we have relied upon
certificates of officers of the Company and of public officials.

     Based upon the foregoing, we are of the opinion that:

          1.  The Company is duly formed and validly existing under the laws of
the  Commonwealth of Virginia.

          2.  The execution and delivery of the Indenture has been duly
authorized by the Company, and the Indenture constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with
the terms thereof, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance and other similar laws


affecting the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

          3.  The Exchange Notes will, upon the due issuance and authentication
of the Exchange Notes and exchange thereof for the Senior Notes in the manner
referred to in the Registration Statement and the Indenture, constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

          4.  This opinion is limited to the laws of the Commonwealth of
Virginia, the State of New York and the federal laws of the United States of the
type typically applicable to transactions contemplated by the Exchange Offer,
and we do not express any opinion with respect to the laws of any other
jurisdiction.

     This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations. We
undertake no responsibility to update or supplement this letter after the date
hereof.

     We consent to being named in the Registration Statement and related
Prospectus as counsel who are passing upon the legality of the Exchange Notes
for the Company and to the reference to our name under the caption "Legal
Matters" in such Prospectus. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement or any amendment thereto. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the 1933 Act.



                                    Very truly yours,


                                    /s/ McGuireWoods LLP