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                                                                     EXHIBIT 5.1
August 18, 1999



Merkert American Corporation
490 Turnpike Street
Canton, Massachusetts 02021

     Re: Merkert American Amended and Restated 1998 Stock Option and Incentive
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         Plan
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Ladies and Gentlemen:

     This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 1,847,762 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Merkert American Corporation (the "Company") which may be issued pursuant to
awards granted under the Company's Amended and Restated 1998 Stock Option and
Incentive Plan (the "Plan").

     We have acted as counsel to the Company in connection with the registration
of the Shares under the Act.  In connection with rendering this opinion, we have
examined the Second Amended and Restated Certificate of Incorporation and the
Amended and Restated By-laws of the Company, each as amended to date; a
registration statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement"); and such records of the corporate proceedings of the
Company as we deemed material; and such other certificates, receipts, records
and documents as we considered necessary for the purposes of this opinion.  In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such copies and the authenticity of telephonic confirmations of public
officials and others.  As to facts material to our opinion, we have relied upon
certificates or telephonic confirmations of public officials and certificates,
documents, statements and other information of the Company or representatives or
officers thereof.

     We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.
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     Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of, and payment for, the Shares in accordance with the terms of the
Registration Statement, the Plan and the option agreements entered into pursuant
to the Plan, the Shares will be legally issued, fully paid and non-assessable
shares of the Company's Common Stock.

     The foregoing opinion assumes that all requisite steps will be taken to
comply with the requirements of the Act and applicable requirements of state
laws regulating the offer and sale of securities.  The foregoing opinion further
assumes that the purchase price paid for the Shares is in excess of the par
value thereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Interests of Named Experts and Counsel" in the Prospectus
which is a part of such 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,


                                         /s/ Goodwin, Procter & Hoar  LLP

                                         GOODWIN, PROCTER & HOAR  LLP