EXHIBIT B-10(k)(1)


                      SOUTHERN STATES CAPITAL TRUST I

                 Step-Up Rate Capital Securities, Series A
             (Liquidation Amount $1,000 Per Capital Security)
          guaranteed to the extent set forth in the Guarantee by

                 SOUTHERN STATES COOPERATIVE, INCORPORATED
                                    and

     Step-Up Rate Series B Cumulative Redeemable Preferred Securities
            (Liquidation Amount $1,000 Per Preferred Security)

                                 Issued by
                 SOUTHERN STATES COOPERATIVE, INCORPORATED



                            Purchase Agreement
                                             October 5, 1999

Gold Kist Inc.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346-2397

Gentlemen:

          Pursuant to the commitment letter dated October 13, 1998, by and
between Gold Kist Inc. ("Gold Kist") and Southern States Cooperative,
Incorporated, and the Terms Sheet attached thereto, as amended by letter
dated March 29, 1999 (the "Commitment Letter"), Southern States Capital
Trust I, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"), and Southern States Cooperative, Incorporated, an
agricultural cooperative corporation organized under the laws of Virginia,
as depositor of the Trust and as guarantor (the "Company"), agree, subject
to terms and conditions stated herein, that the Trust will issue and sell
to Gold Kist Inc. (the "Purchaser") an aggregate of $60,000,000 liquidation
amount of Step-Up Rate Capital Securities, Series A (liquidation amount
$1,000 per capital security) (the "Capital Securities") representing
undivided beneficial interests in the assets of the Trust, guaranteed on a
subordinated basis by the Company as to the payment of distributions and as
to payments on liquidation or redemption, to the extent set forth in a
guarantee agreement (the "Guarantee") between the Company and First Union
National Bank, as trustee (the "Guarantee Trustee").  The Trust is to
purchase, with the proceeds of the sale of the Capital Securities and
$1,856,000 liquidation amount of its Common Securities (liquidation amount
$1,000 per common security) (the "Common Securities" and together with the
Capital Securities, the "Trust Securities"), $61,856,000 aggregate
principal amount of Step-Up Rate Junior Subordinated Deferrable Interest
Debentures due September 30, 2029 (the "Debentures") of the Company, to be
issued pursuant to a Junior Subordinated Indenture (the "Indenture")
between the Company and First Union National Bank, as trustee (the
"Debenture Trustee").

          The Company will be the holder of 100% of the Common Securities.
The Trust will be subject to the terms of an Amended and Restated Trust
Agreement (the "Trust Agreement"), among the Company, as depositor, First
Union National Bank, as Property Trustee ("Property Trustee") and First
Union Trust Company, National Association, as Delaware Trustee (the
"Delaware Trustee"), and two individual trustees who are employees or
officers of or affiliated with the Company (the "Administrative Trustees").
The Property Trustee, the Delaware Trustee and the Administrative Trustees
are collectively referred to herein as the "Trustees."

          Pursuant to the Commitment Letter, the Company and the Purchaser
also agree, subject to terms and conditions stated herein, that the Company
will sell to the Purchaser 40,000 shares (liquidation preference of $1,000
per share) of its Step-Up Rate Series B Cumulative Redeemable Preferred
Stock, $100 par value per share (the "Preferred Securities" and together
with the Capital Securities, the "Securities").  This Purchase Agreement is
referred to herein as the "Agreement."

          The Securities have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and are being sold pursuant to
this Agreement in reliance on the exemption therefrom contained in Section
4(2) of the Securities Act.

          1.   Representations, Warranties and Agreements of the Company
and the Trust.  The Company and the Trust, jointly and severally,
represent and warrant to, and agree with the Purchaser that as of the date
hereof:

         (a)  The Company has been duly organized and is validly existing
     and in good standing under the laws of the Commonwealth of Virginia,
     is duly qualified to do business and is in good standing in each
     jurisdiction in which its ownership or lease of property or the
     conduct of its business requires such qualification, save where the
     failure to be so qualified would not reasonably be expected to have a
     material adverse effect on the business or property of the Company,
     and has all power and authority necessary to own or hold its
     properties and to conduct the business in which it is engaged and the
     authorized capital stock of Company consists of (i) 20,000,000 shares
     of common stock of which 12,057,177 were issued and outstanding as of
     August 31, 1999, and (ii) 1,000,000 shares of preferred stock, of
     which 271 shares of 5% Series Cumulative Preferred Stock were issued
     and outstanding as of August 31, 1999, and of which 14,354 shares of
     6% Series Cumulative Preferred Stock were issued and outstanding as of
     August 31, 1999;

         (b)  This Agreement has been duly authorized, executed and
     delivered by the Company and the Trust;

         (c)   The issuance of the Securities, and the consummation by the
     Company and the Trust of the transactions contemplated herein (the
     "Transactions") will not conflict with or result in a breach or
     violation of any of the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement
     or other agreement or instrument to which the Company or the Trust is
     a party or by which the Company or the Trust is bound or to which any
     of the properties or assets of the Company or the Trust is subject,
     and  such actions will not result in any violation of the provisions
     of the Amended and Restated Articles of Incorporation or bylaws of the
     Company, the governing documents for the Trust or any statute or
     order, rule or regulation of any court or governmental agency or body
     having jurisdiction over the Company or the Trust or any of the
     properties or assets of either the Company or the Trust;

         (d)  The Trust has been duly created and is validly existing as a
     statutory business trust in good standing under the Business Trust Act
     of the State of Delaware (the "Delaware Business Trust Act") with the
     trust power and authority to own its property and conduct its business
     as contemplated by this Agreement, and has conducted and will conduct
     no business other than the Transactions and has no liabilities other
     than its obligations in connection with the Transactions;

         (e)  The Guarantee, the Debentures, the Trust Agreement, the
     expense agreement referred to in the Trust Agreement, and the
     Indenture (collectively, the "Guarantor Agreements") have each been
     duly authorized, as appropriate, by the Company and the Trust and when
     validly executed and delivered by the Company and, in the case of the
     Guarantee, by the Guarantee Trustee, in the case of the Trust
     Agreement, by the Trustees, and in the case of the Indenture, by the
     Debenture Trustee, and, in the case of the Debentures, when validly
     authenticated and delivered by the Debenture Trustee, will constitute
     valid and legally binding obligations of the Company and of the Trust
     as parties thereto, enforceable in accordance with their respective
     terms, subject, as to enforcement, to bankruptcy, insolvency,
     moratorium, reorganization and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles (whether considered in a proceeding in equity or at law);

         (f)  The Preferred Securities have been duly and validly
     authorized and, when issued and delivered against payment of the
     consideration specified in this Agreement, will be duly and validly
     issued and fully paid and non-assessable cumulative redeemable
     preferred stock of the Company, and will have the rights set forth in
     the Amendment to the Company's Articles of Incorporation authorizing
     the Step-Up Rate Series B Cumulative Redeemable Preferred Stock;

         (g)  The Capital Securities have been duly and validly authorized
     by the Trust, and, when issued and delivered against payment therefor
     as provided herein, will be duly and validly issued and fully paid and
     non-assessable undivided beneficial interests in the assets of the
     Trust; the issuance of the Capital Securities is not subject to
     preemptive or other similar rights; the terms of the Capital
     Securities are valid and binding on the Trust; and the holders of the
     Capital Securities will be entitled to the same limitation of personal
     liability extended to stockholders of private corporations for profit
     organized under the General Corporation Law of the State of Delaware;

         (h)  The financial statements (including in each case the related
     schedules and notes) of the Company issued in connection with the
     period ending June 30, 1999 fairly present in all material respects
     the consolidated financial position of the Company and its
     subsidiaries as of the dates specified therein and the consolidated
     results of their operations and cash flows for the respective periods
     so specified and have been prepared, in accordance with generally
     accepted accounting principles ("GAAP"), consistently applied
     throughout the periods involved except as set forth in the notes
     thereto; and

         (i)  Neither the Trust, the Company nor any subsidiary of the
     Company is an "investment company" within the meaning of such term
     under the Investment Company Act of 1940, as amended, and the rules
     and regulations of the Securities and Exchange Commission (the
     "Commission") thereunder.

         2.   Purchase of the Securities by the Purchaser.  (a) On the
basis of the representations and warranties herein contained, and subject
to the terms and conditions herein set forth, the Trust agrees to sell to
the Purchaser and the Purchaser agrees to purchase from the Trust,
$60,000,000 aggregate liquidation amount of the Capital Securities at a
purchase price equal to 100% of the liquidation amount of such Capital
Securities.

         (b)  On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, the
Company agrees to sell to the Purchaser and the Purchaser agrees to
purchase from the Company, $40,000,000 aggregate liquidation amount of the
Preferred Securities at a purchase price equal to 100% of the liquidation
amount of such Preferred Securities.

         (c)  The Trust shall not be obligated to deliver any of the
Securities, except upon payment for all of the Securities to be purchased
as hereinafter provided.

         3.   Sale and Resale of the Securities by the Purchaser.

          (a)  The Purchaser hereby represents and warrants to, and agrees
     with the Company and the Trust that it (i) is not acquiring the
     Securities with a view to the distribution thereof; (ii) is acquiring
     the Securities for its own account and with its general corporate
     assets and not with the assets of any separate account in which any
     employee benefit plan, as those terms are used in ERISA, has any
     interest; and (iii) will, when permitted by the terms of this
     Agreement and the Securities and if selling within two years (or such
     shorter period as is prescribed by paragraph (k) of Rule 144 under the
     Securities Act as then in effect) after the issuance of the
     Securities, sell the Securities only: (1) to persons whom it
     reasonably believes to be qualified institutional buyers ("Qualified
     Institutional Buyers") as defined in Rule 144A under the Securities
     Act, as such rule may be amended from time to time ("Rule 144A") or,
     if any such person is buying for one or more institutional accounts
     for which such person is acting as fiduciary or agent, only when such
     person has represented that each such account is a Qualified
     Institutional Buyer, to whom notice has been given that such sale is
     being made in reliance on Rule 144A or (2) in transactions exempt from
     registration under the Securities Act with purchasers who execute
     letters of representation in the form included as Exhibit A to this
     Agreement.

          (b)  The Purchaser shall hold any Securities purchased by it for
     a period of at least nine (9) months from the Closing Date.  Upon the
     expiration of that period, and subject to Section 3 of this Agreement
     and the provisions of the Securities, the Purchaser may, at its
     election, give notice to the Company of its desire to sell the
     Securities, in whole or in part.  Delivery of notice shall commence a
     120-day waiting period during which the Purchaser may not sell or
     offer to sell the Securities or any portion thereof without the
     consent of the Company.  Within 10 business days of the Purchaser
     giving notice of its desire to sell, the Company shall advise the
     Purchaser of its intentions with respect to the placement or sale of
     other securities similar to the Securities.  If, during the waiting
     period, the Company determines not to place or sell any such similar
     securities, then the Company shall so advise the Purchaser and the
     Company shall not unreasonably refuse to waive the remainder of the
     waiting period.  Upon the later of (1) expiration of the 120-day
     waiting period and (2) termination of a placement of similar
     securities commenced by the Company prior to the end of the waiting
     period, the Purchaser will be free to transfer the Securities as
     permitted by law and subject to the transfer restrictions set forth in
     the Securities.

          (c)  The Company will provide such financial and other
     information and assistance as may reasonably be required by the
     Purchaser in its efforts to resell the Securities.

         4.   Delivery of and Payment for the Securities.

          (a)  Payment of the purchase price for, and delivery of, the
     Securities shall be made at the offices of the Company, Richmond,
     Virginia or at such other place as shall be agreed upon by the
     Company, the Trust and you, at 9:30 a.m. (E.D.S.T), on October 5, 1999
     (such date and time of payment and delivery being herein called the
     "Closing Date").

          (b)  On the Closing Date, payment for the Capital Securities
     shall be made to or for the account of the Company and the Trust and
     payment for the Preferred Securities shall be made to Bank of America,
     N.A., as Administrative Agent for the account of the Company, in
     immediately available funds by wire transfer to such accounts as the
     Company shall specify prior to the Closing Date or by such means as
     the parties hereto shall agree prior to the Closing Date against
     delivery to you of the certificates evidencing the Securities.

          5.   Commitment Fee.

          (a)  Simultaneously with the purchase of the Securities by the
     Purchaser, the Company shall pay to the Purchaser a commitment fee
     equal to two percent (2%) of the aggregate liquidation amount of the
     Preferred Securities and to one percent (1%) of the aggregate
     liquidation amount of the Capital Securities.  At the Purchaser's
     request, the Company will apply the commitment fee with respect to the
     Capital Securities against the purchase price to be paid to the Trust
     for the Capital Securities and will apply the commitment fee with
     respect to the Preferred Securities against the purchase price to be
     paid for the Preferred Securities.

          (b)  The amount of the commitment fee paid to the Purchaser under
     paragraph (a) above shall be refunded, without interest, to the
     Company on a pro rata basis upon any redemption, in whole or in part,
     of the Securities from the Purchaser so that, for example, if 10% of
     the Capital Securities are redeemed, 10% of the commitment fee for the
     Capital Securities will be refunded as part of the redemption by the
     Company.

          6.   Further Agreements of the Company and the Trust.  The
Company and the Trust, jointly and severally, further agree:

          (a)  So long as the Securities are outstanding and during any
     period in which the Company is not subject to and in compliance with
     Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), to furnish to you and any other holders of the
     Securities and prospective purchasers of the Securities designated by
     such holders, upon request of such holders or such prospective
     purchasers, the information required to be delivered pursuant to
     Rule 144A(d)(4), as amended, or any successor thereto, under the
     Securities Act, in order to permit compliance by such holder with Rule
     144A in connection with the resale of the Securities by such holder.

          (b)   In  addition to the foregoing obligation, so  long  as  the
     Securities are outstanding and during any period in which the  Company
     is  not  subject to and in compliance with Section 13 or 15(d) of  the
     Exchange  Act,  the  Company  will also  deliver  to  each  holder  of
     Securities:

            (i)  within  45  days  after the end of each  quarterly  fiscal
                 period in each fiscal year of the Company (other than  the
                 last  quarterly fiscal period of each such  fiscal  year),
                 duplicate  copies of (A) the consolidated  balance  sheets
                 of  the Company and its subsidiaries as at the end of such
                 quarter,  and (B) the consolidated statements  of  income,
                 changes  in patrons' equity and cash flows of the  Company
                 and its subsidiaries for such quarter and (in the case  of
                 the  second  and  third quarters) for the portion  of  the
                 fiscal  year  ending with such quarter  setting  forth  in
                 each  case  in  comparative  form  the  figures  for   the
                 corresponding periods in the previous fiscal year, all  in
                 reasonable  detail, prepared, in accordance with  GAAP  in
                 each   case   (provided,  however,  that  such   financial
                 statements shall not be required to contain notes  to  the
                 financial  statements), and in each case, certified  by  a
                 senior  financial  officer as fairly  presenting,  in  all
                 material   respects,  the  financial   position   of   the
                 companies   being  reported  on  and  their   results   of
                 operations  and  cash flows, subject to changes  resulting
                 from audit and year-end adjustments;

            (ii) within  90 days after the end of each fiscal year  of  the
                 Company, duplicate copies of (A) the consolidated  balance
                 sheets  of the Company and its subsidiaries as at the  end
                 of  such  year,  and  (B) the consolidated  statements  of
                 income, changes in patrons' equity and cash flows  of  the
                 Company  and its subsidiaries for such year setting  forth
                 in  comparative  form the figures for the previous  fiscal
                 year,  all  in  reasonable detail, prepared in  accordance
                 with  GAAP  (except  as noted therein) accompanied  by  an
                 opinion   thereon   of   independent   certified    public
                 accountants  of  recognized  standing  stating  that  such
                 financial  statements  present  fairly,  in  all  material
                 respects,  the  financial position of the companies  being
                 reported  upon  and that their results of  operations  and
                 cash  flows  and  have been prepared  in  conformity  with
                 GAAP,  and  that  the examination of such  accountants  in
                 connection  with such financial statements has  been  made
                 in  accordance with generally accepted auditing standards,
                 and  that such audit provides a reasonable basis for  such
                 opinion in the circumstances; and

            (iii)      promptly upon their becoming available, one copy  of
                 any  (A)  financial  statement, report,  notice  or  proxy
                 statement   sent  by  the  Company  to  public  securities
                 holders  generally,  and (B) regular or  periodic  report,
                 registration   statement  (without  exhibits   except   as
                 expressly  requested by such holder)  and  prospectus  and
                 all  amendments  thereto filed by  the  Company  with  the
                 Commission.

     The  Company agrees to acknowledge the obligation in this Section 6(b)
     in  writing to any proposed holder of Securities or to any  holder  of
     Securities  at any time and from time to time by a separate instrument
     in  writing.   This  provision is for the benefit of  each  holder  of
     Securities  and  each  such  holder  shall  be  entitled  to   require
     compliance herewith.

          (c)   To  permit  the Purchaser and the representatives  of  each
     holder  of Securities that is an institutional investor at the expense
     of  such  holder  and upon reasonable prior notice to the  Company  to
     visit  the  principal executive office of the Company to  discuss  the
     affairs,  finances  and accounts of the Company and  its  subsidiaries
     with  their  officers,  and (with the consent  of  the  Company  which
     consent   will  not  be  unreasonably  withheld)  independent   public
     accountants,  and  to visit the other offices and  properties  of  the
     Company and each subsidiary, all at such reasonable times and as often
     as  may be reasonably requested in writing; and if a Default or  Event
     of  Default  then exists, at the expense of the Company to  visit  and
     inspect  any  of  the  offices or properties of  the  Company  or  any
     subsidiary, to examine all their respective books of account, records,
     reports  and other papers, to make copies and extracts therefrom,  and
     to  discuss their respective affairs, finances and accounts with their
     respective  officers and independent public accountants (and  by  this
     provision  the  Company  authorizes said accountants  to  discuss  the
     affairs,  finances and accounts of the Company and its  subsidiaries),
     all at such times and as often as may be requested.

          (d)  Upon the request of the Purchaser or any other holder of the
     Securities that is an institutional investor, to use their best
     efforts to permit the Securities to be designated Private Offerings,
     Resales and Trading through Automated Linkages Market ("PORTAL")
     securities in accordance with the rules and regulations adopted by the
     National Association of Securities Dealers, Inc. relating to trading
     in the PORTAL Market and to permit the Securities to be eligible for
     clearance and settlement through The Depository Trust Company (the
     "DTC").

          (e)  Not to, and the Company will cause its affiliates not to,
     solicit any offer to buy or offer to sell the Securities by means of
     any form of general solicitation or general advertising (as those
     terms are used in Regulation D under the Securities Act) or in any
     manner involving a public offering within the meaning of Section 4(2)
     of the Securities Act.

          (f)  To take such steps as shall be necessary to ensure that
     neither the Trust, the Company nor any subsidiary of the Company shall
     become an "investment company" within the meaning of such term under
     the Investment Company Act of 1940 and the rules and regulations of
     the Commission thereunder.

          (g)  To continue, for as long as Gold Kist holds any of the
     Securities purchased hereunder, but in no event for more than 60
     months from the date of this Agreement, with all good faith reasonable
     efforts to place on terms and conditions reasonably satisfactory to
     Company, through one or more of the markets referenced below a minimum
     of $40 million of perpetual preferred and a minimum of $60 million of
     capital securities substantially similar to the Securities.  The
     Company shall pursue its efforts through: (A) the Rule 144A market,
     (B) the private placement market, and/or (C) one or more registered
     public offerings of trust preferred and/or preferred stock.

          (h)  Subject to the provisions of this subsection 6(h), to use
     commercially reasonable efforts to seek and obtain an investment grade
     rating (or, at the request of Gold Kist, a non-investment grade
     rating) of the Securities from two or more nationally recognized
     statistical rating organizations such as Standard & Poor's Rating
     Services, a division of McGraw-Hill, Moody's Investor Service, Duff &
     Phelps Rating Co. and Fitch Investor Services, and at the request of
     Gold Kist, to take all commercially reasonable actions and make all
     filings and reports necessary or appropriate to maintain a rating.  In
     either case, however, if the Company believes that obtaining a non-
     investment grade rating or maintaining a rating (when the Company has
     been advised by the rating agency that such rating will be downgraded
     to a non-investment grade rating) would adversely affect the Company
     or its securities and advises Gold Kist of the reasons for its belief,
     the Company has the right not to pursue such a rating; provided,
     however, that if Gold Kist is of a contrary opinion and advises the
     Company of the reasons for its belief, and the Company does not concur
     with Gold Kist, then the Company will undertake to secure an opinion
     of a nationally recognized investment banking firm not otherwise then
     performing services for either the Company or Gold Kist with respect
     to whether obtaining a non-investment grade rating or whether
     maintaining a rating  (when the Company has been advised that such
     rating will be downgraded to a non-investment grade rating) would
     adversely affect the Company or the Company's securities.  In the
     event such an investment banking firm concludes that obtaining a non-
     investment grade rating or maintaining a rating that would be
     downgraded to a non-investment grade rating would adversely affect the
     Company or its securities, then the Company shall not be required to
     pursue such a rating at that time.  If an investment banking firm
     shall be engaged for the purpose of providing an opinion referred to
     in this Section 6(h), the firm shall be mutually agreed upon by the
     Company and Gold Kist.  The Company shall pay the expense of such
     opinion; provided, however, that Gold Kist shall reimburse the Company
     for the costs incurred in securing such opinion unless the opinion of
     such firm is to the effect that obtaining a non-investment grade
     rating or that maintaining a rating (when the Company has been advised
     that such rating will be downgraded to a non-investment grade rating)
     would not adversely affect the Company or its securities.  In no
     circumstances, however, shall the Company be required to seek a rating
     more than once or an investment banking opinion more than twice under
     this Section 6(h) in any rolling 12-month period beginning July 1,
     2000.  For purposes of this Section 6(h), the term "adversely affect"
     shall be construed to mean adverse effects having more than an
     immaterial or insubstantial effect.

          7.   Expenses.  The Company and the Trust, jointly and severally,
agree to pay (i) the costs incident to the sale and delivery of the
Securities and any taxes payable in that connection; (ii) all fees and
expenses, if any, incurred in connection with the admission of such
Securities for trading in PORTAL; and (iii) all other costs and expenses
incident to the performance of the obligations of the Company and the
Trust, respectively.

          8.   Conditions to the Purchaser's Obligations. The obligations
of the Purchaser hereunder are subject to the accuracy, on the Closing
Date, of the representations and warranties of the Company and the Trust,
contained herein, to the performance by the Company and the Trust of their
obligations hereunder, and to each of the following additional terms and
conditions:

          (a)  All corporate proceedings and other legal matters incident
     to the authorization, form and validity of this Agreement, the
     Guarantor Agreements, the Securities, and all other legal matters
     relating to this Agreement and the transactions contemplated hereby
     shall be satisfactory in all respects to counsel for the Purchaser,
     and the Company and the Trust shall have furnished to such counsel all
     documents and information that they may reasonably request to enable
     them to pass upon such matters.

          (b)  Mays & Valentine, L.L.P. shall have furnished to the
     Purchaser their written opinion, as counsel to the Company and the
     Trust, addressed to the Purchaser and dated the Closing Date, in form
     and substance reasonably satisfactory to the Purchaser, to the effect
     set forth in Exhibit B hereto and to such further effect as counsel to
     the Purchaser may reasonably request.

          (c)  Potter Anderson & Corroon LLP shall have furnished to the
     Purchaser their written opinion, as Delaware counsel to the Company
     and the Trust, addressed to the Purchaser and dated the Closing Date,
     in form and substance reasonably satisfactory to the Purchaser, to the
     effect set forth in Exhibit C hereto and to such further effect as
     counsel to the Purchaser may reasonably request.

          9.   Redemption.

          (a)  Mandatory Redemption.  Notwithstanding any other provision
     of the Securities or the Guarantor Agreements, the Capital Securities
     and the Preferred Securities shall be subject to mandatory redemption,
     at a redemption price equal to the liquidation amount of the
     Securities redeemed plus all unpaid and accumulated amounts
     distributable with respect to such Securities, during the period and
     to the extent any such Securities are held by Gold Kist, from the net
     proceeds of any placement by the Company of any shares of preferred
     stock or any subordinated debt (any such placement of securities being
     referred to herein as a "Mandatory Redemption Event").  In the event a
     Mandatory Redemption Event shall occur, the Company shall have the
     obligation to redeem, to the full extent of any net proceeds realized
     from such a placement or placements, all or any applicable portion of
     any Capital Securities or Preferred Securities of the Company held by
     Gold Kist, but the Company shall have the right to select for
     mandatory redemption whichever type of Securities may be held by Gold
     Kist.  In the event the Company shall sell or otherwise place shares
     of its preferred stock or its subordinated debt to any third-party or
     parties, it shall give prompt written notification thereof to Gold
     Kist, which notice shall specify a redemption date not more than
     [three (3)] business days after the date of such notice at which time
     the mandatory redemption of all or a specified portion of the Capital
     Securities and/or Preferred Securities held by the Purchaser shall
     occur.  For the avoidance of doubt, the Company acknowledges that a
     Mandatory Redemption Event will not necessarily involve securities
     having terms similar to the terms of Securities, but includes all
     preferred stock and subordinated debt, whether such debt or stock
     ranks prior to Securities or not, that any debt that is subordinated
     in the payment of principal or interest to any other obligations of
     Company shall be subordinated debt and that a sale of part of the
     Securities by Gold Kist will have no effect on the Company's
     obligations upon a Mandatory Redemption Event with respect to the
     Securities still held by Gold Kist.

          (b)  Optional Redemption.  Notwithstanding any other provision of
     the  Securities, this Agreement or the Guarantor Agreements and during
     the  period  and to the extent such Securities are held by Gold  Kist,
     the  Capital Securities and the Preferred Securities shall be  subject
     to  redemption  before maturity at the option of the  Company  at  any
     time,  in  whole  or  in  part, at a redemption  price  equal  to  the
     liquidation  amount  of the Securities redeemed plus  all  unpaid  and
     accumulated amounts distributable with respect to such Securities.

          (c)  Supplemental Redemption Notice.  During the period that the
     Capital Securities and the Preferred Securities are held by Gold Kist,
     the Company agrees that, in addition to any other redemption notice
     required by the terms of the Securities, this Agreement or the
     Guarantor Agreements to be sent by or on behalf of the Company with
     respect to any redemption of the Capital Securities or the Preferred
     Securities, the Company will send such redemption notice to Gold Kist
     by facsimile or by e-mail at the address specified in Section 11 below
     or as otherwise furnished to the Company by Gold Kist in writing.

          10.  Extinguishment of Commitment Letter.  The closing of the
sale and purchase of Securities under this Agreement shall operate to
extinguish and terminate the Commitment Letter in all respects and the bank
letter of credit referred to therein.  Company agrees to take any and all
actions as may be reasonably requested by the Purchaser to confirm to the
bank the termination of the letter of credit.

          11.  Notices, etc.  All statements, requests, notices and
agreements hereunder shall be in writing, and:

          (a)  if to the Purchaser, shall be delivered or sent by certified
     mail, courier or overnight carrier, hand or facsimile transmission to
     Gold Kist Inc., 244 Perimeter Center Parkway, N.E., Atlanta, Georgia
     30346-2397 Attention: Chief Financial Officer (Fax: (770) 393-5061);
     and with a copy to the General Counsel at the same address (Fax: (770)
     393-5421);

          (b)  if to the Company shall be delivered or sent by certified
     mail, courier or overnight carrier, hand or facsimile transmission to
     the Company at:  6606 West Broad Street, Richmond, Virginia 23230,
     Attention: Chief Financial Officer (Fax: (804) 281-1383);

          (c)  if to the Trust shall be delivered or sent by certified
     mail, courier or overnight carrier, hand or facsimile transmission to
     the Trust at:  6606 West Broad Street, Richmond, Virginia 23230,
     Attention: Administrative Trustees (Fax: (804) 281-1383).

          Any such statements, requests, notices or agreements shall take
effect at the time of receipt thereof.

          12.  Persons Entitled to Benefit of Agreement.  This Agreement
shall inure to the benefit of and be binding upon the Purchaser, the
Company, the Trust and their respective successors and assigns and the
holders of the Securities to the extent provided herein, except that the
mandatory and optional redemption and supplemental redemption notice
provisions of Section 9 are personal to Gold Kist and will not apply to any
other holder of the Capital Securities or the Preferred Securities.  This
Agreement and the terms and provisions hereof are for the sole benefit of
only those persons.  Nothing in this Agreement is intended or shall be
construed to give any person, other than the persons referred to in this
Section 12, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.

          13.  Survival.  The respective representations, warranties and
agreements of the Company, the Trust and the Purchaser contained in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Securities and
shall remain in full force and effect, regardless of any investigation made
by or on behalf of any of them or any person controlling any of them.

          14.   Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of Virginia.

          15.   Counterparts.  This Agreement may be executed in one or
more counterparts and, if executed in more than one counterpart, the
executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.

          16.   Headings.  The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the
meaning or interpretation of, this Agreement.

          If the foregoing correctly sets forth the agreement between the
Company, the Trust and Gold Kist, please indicate your acceptance in the
space provided for that purpose below.

                              Very truly yours,

                              SOUTHERN STATES CAPITAL TRUST I


                              By:  /s/ Leslie T. Newton
                              Name:  Leslie T. Newton
                              Title:  Administrative Trustee


                              SOUTHERN STATES COOPERATIVE, INCORPORATED


                              By:  /s/ Jonathan A. Hawkins
                              Name:  Jonathan A. Hawkins
                              Title: Senior Vice President and Chief
                              Financial Offices

  Accepted:

  GOLD KIST INC.


  By: /s/ M. A. Stimpert
  Name:  M. A. Stimpert
  Title:  Senior Vice President
                                                 EXHIBIT A



                    TRANSFEREE LETTER OF REPRESENTATION


  Southern States Cooperative, Incorporated      ________________________
  6606 West Broad Street                         ________________________
  Richmond, Virginia  23230                      ________________________


  Ladies and Gentlemen:

         In connection with the proposed transfer to us of [Step-Up Rate
  Capital Securities, Series A (the "Capital Securities")] [Step-Up Rate
  Series B Cumulative Redeemable Preferred Stock (the "Preferred Stock")]
  of Southern States Cooperative, Incorporated (the "Company"), we confirm
  that:

          1.  We understand that the [Capital Securities] [Preferred Stock]
     has  not  been registered under the Securities Act of 1933, as amended
     (the  "Securities Act"), or other applicable securities laws, and  may
     not be offered, sold, or otherwise transferred except as permitted  in
     the  following sentence.  We agree on our behalf and on behalf of  any
     investor  account  for  which we are purchasing  [Capital  Securities]
     [Preferred Stock] to offer, sell, or otherwise transfer such  [Capital
     Securities]  [Preferred Stock] prior to the date  that  is  two  years
     after  the  later of the date of original issue thereof and  the  last
     date  on  which the Company or any "affiliate" of the Company was  the
     owner   of  such  [Capital  Securities]  [Preferred  Stock]  (or   any
     predecessor thereto) (the "Resale Restriction Termination Date")  only
     (a) to the Company, (b) pursuant to a registration statement which has
     been  declared effective under the Securities Act, (c) so long as  the
     [Capital Securities] [Preferred Stock] is eligible for resale pursuant
     to  Rule  144A  under  the Securities Act, to a person  we  reasonably
     believe  is a "qualified institutional buyer" (a "QIB") as defined  in
     Rule 144A of the Securities Act that purchases for its own account  or
     for  the  account of QIB to whom notice is given that the transfer  is
     being  made  in  reliance  on  Rule  144A,  (d)  to  an  institutional
     "accredited investor" (an "Institutional Accredited Investor")  within
     the  meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under
     the   Securities  Act  that  is  acquiring  the  [Capital  Securities]
     [Preferred  Stock] for its own account or for the account of  such  an
     Institutional Accredited Investor not with a view to, or for offer and
     sale  in  connection  with,  any  distribution  in  violation  of  the
     Securities Act, (e) pursuant to any other available exemption from the
     registration  requirements under the Securities Act,  subject  to  the
     right  of  the  Company  prior to any such offer,  sale,  or  transfer
     pursuant  to  clause (d) or (e) above to require the  delivery  of  an
     opinion  of  counsel,  certifications, a letter  from  the  transferee
     substantially   similar   to  this  letter,   or   other   information
     satisfactory to them.

          2.   We are purchasing the [Capital Securities] [Preferred Stock]
     for  our  own  account or for the account of another for whom  we  are
     acting  and  not  with a view to, or for offer or sale  in  connection
     with, any distribution in violation of the Securities Act or any other
     applicable  securities laws, and we have such knowledge and experience
     in  financial and business matters as to be capable of evaluating  the
     merits  and  risks  of  our  investment in  the  [Capital  Securities]
     [Preferred Stock], and we and any accounts for which we are acting are
     each  able to bear the economic risk of our or its investment  for  an
     indefinite period.

          3.  You and the Company are entitled to rely upon this letter and
     you are irrevocably authorized to produce this letter or a copy hereof
     to  any interested party in any administrative or legal proceeding  or
     official inquiry with respect to the matters covered hereby.

          THIS  LETTER  SHALL BE GOVERNED BY, AND CONSTRUED  IN  ACCORDANCE
     WITH , THE LAWS OF THE STATE OF NEW YORK.

                                   Very truly yours,

                                   ___________________________________
                                   Name of Transferee (please print)


                                   By: ________________________________

                                   Title: _______________________________

                                   Date: _______________________________


          Upon  transfer, the [Capital Securities] [Preferred Stock]  would
     be registered in the name of the new beneficial owner as follows:


     Name: ________________________________

     Address: _______________________________
             _______________________________

     Taxpayer ID Number: ____________________
                                                   EXHIBIT B



                     FORM OF OPINION OF
           COUNSEL TO THE COMPANY TO BE DELIVERED
                  PURSUANT TO SECTION 7(b)


                              October 5, 1999



Gold Kist Inc.
244 Perimeter Center Parkway, NE
Atlanta, Georgia  30346-2397

                 Southern States Cooperative, Incorporated
                      Southern States Capital Trust I

Ladies and Gentlemen:

          We   have  acted  as  counsel  to  Southern  States  Cooperative,
Incorporated,   a   Virginia  agricultural  cooperative  association   (the
"Company"), and Southern States Capital Trust I, a statutory business trust
created  under the laws of Delaware (the "Trust"), in connection  with  the
sale  of $60,000,000 liquidation amount of Step-Up Rate Capital Securities,
Series   A   (the  "Capital  Securities")  of  the  Trust  and  $40,000,000
liquidation  amount of Step-Up Rate Cumulative Redeemable  Preferred  Stock
(the  "Preferred  Stock,"  and together with the  Capital  Securities,  the
"Securities")  of the Company to you under the Purchase Agreement  of  even
date herewith between you and the Company.  The Capital Securities will  be
issued  by  the  Trust,  and  the Guarantee  and  the  Junior  Subordinated
Debentures  will  be issued by the Company to the Trust in connection  with
the issuance of the Capital Securities.

          The  Capital  Securities  will be issued  under  an  Amended  and
Restated  Trust  Agreement  (the "Amended and  Restated  Trust  Agreement")
entered  into by and among the Company, the Delaware Trustee, the  Property
Trustee,  and  the  Administrative  Trustees  named  therein;  the   Junior
Subordinated   Debentures  will  be  issued  under  a  Junior  Subordinated
Indenture (the "Indenture") to be entered into between the Company and  the
Debenture  Trustee;  and the Guarantee will be issued under  the  Guarantee
Agreement (the "Guarantee") between the Company and the Guarantee  Trustee.
The Company and the Trust also will enter into an Expense Agreement.

     All  capitalized terms not otherwise defined herein have the  meanings
set forth in the Purchase Agreement.

     In  rendering  this  opinion, we have examined  originals  or  copies,
certified  or otherwise identified to our satisfaction, of: (i)  the  Trust
Agreement,  dated  December  15, 1998 (the "Trust  Agreement"),  (ii)   the
Certificate  of Trust of the Trust, filed on December 16, 1998,  (iii)  the
Corrected  Certificate of Trust of the Trust, filed on September 28,  1999,
(iv) the form of Amended and Restated Trust Agreement pursuant to which the
Capital  Securities  are to be issued, (v) the form of  Capital  Securities
Certificate,  (vi) the form of Guarantee entered into by  and  between  the
Company and the Trust, pursuant to which the Company will guarantee certain
obligations of the Trust with respect to the Capital Securities, (vii)  the
form of Indenture entered into by and between the Company and the Debenture
Trustee, which will govern the Junior Subordinated Debentures to be  issued
by  the Company, (viii) the form of Junior Subordinated Debenture and  (ix)
the  Articles of Amendment to the Restated Articles of Incorporation of the
Company  creating the series of Step-Up Rate Series B Cumulative Redeemable
Preferred  Stock.  We have also examined originals or copies, certified  or
otherwise   identified  to  our  satisfaction,  of  such  other  documents,
certificates  and  records as we have deemed necessary or  appropriate  for
purposes  of  rendering this opinion.  In rendering this opinion,  we  have
assumed  that the Amended and Restated Trust Agreement, the Guarantee,  the
Capital Securities, the Indenture and the Debentures when executed, will be
executed  in  substantially the form reviewed by us.  We have also  assumed
that  the trustees will conduct the affairs of the Trust in accordance with
the Amended and Restated Trust Agreement.

     Based upon the foregoing, we are of the following opinions:

     1.    The  Company has been duly formed and is validly existing  as  a
corporation  in  good  standing  under the  laws  of  the  Commonwealth  of
Virginia,  is  duly qualified to do business and is in good standing  as  a
foreign corporation in each jurisdiction in which its ownership or lease of
property  or the conduct of its business requires such qualification,  save
where  the  failure  to do so would not reasonably be expected  to  have  a
material adverse effect on the business or property of the Company and  has
all  corporate power and authority necessary to own or hold its  properties
and conduct the business in which it is engaged.

     2.    The  authorized  capital stock of the Company  consists  of  (a)
20,000,000  shares  of  membership common stock of  which  12,057,177  were
issued  and outstanding as of August 31, 1999, and (b) 1,000,000 shares  of
preferred  stock,  of  which 271 shares of 5% Series  Cumulative  Preferred
Stock  were  issued  and outstanding as of August 31, 1999,  and  of  which
14,354  shares  of  6% Series Cumulative Preferred Stock  were  issued  and
outstanding as of August 31, 1999, all of which shares of stock  were  duly
authorized, validly issued and fully paid and non-assessable.

     3.    (a)   The execution and delivery by the Company of each  of  the
Securities, the Trust Agreement, the Amended and Restated Trust  Agreement,
the  Indenture and the Guarantee has been duly and validly authorized,  and
when  issued in accordance with the Purchase Agreement, the Preferred Stock
will be duly authorized, validly issued and fully paid and non-assessable.

          (b)   The Subordinated Debentures to be issued by the Company  to
     the  Trust  will,  when issued in accordance with  the  terms  of  the
     Indenture, constitute valid and binding obligations of the Company.

          (c)  The Guarantee when provided by the Company and upon issuance
     of  the  Capital  Securities  will  constitute  a  valid  and  binding
     obligation of the Company.

      4.    The  Purchase Agreement has been duly authorized, executed  and
delivered by the Company and the Trust and constitutes a valid and  binding
agreement of the Company and the Trust enforceable against the Company  and
the  Trust in accordance with its terms, except as such enforceability  may
be  limited  by bankruptcy, insolvency, fraudulent conveyance or  transfer,
reorganization, liquidation, moratorium or other similar laws affecting the
rights and remedies of creditors generally and except as may be subject  to
general  principles of equity (regardless of whether enforcement is  sought
in a proceeding in equity or at law), and except as rights to indemnity and
contribution thereunder may be limited by applicable law and public policy,
and  except  that no opinion is expressed as to the enforceability  of  the
choice of law provision thereof;

     5.    To  the  best  of  our  knowledge, the issue  and  sale  of  the
Securities, the compliance by the Company with all of the provisions of the
Purchase  Agreement, and the consummation of the Transactions  contemplated
thereby, will not conflict with or result in a breach or violation  of  any
of  the  terms  or  provisions  of,  or constitute  a  default  under,  any
indenture,  mortgage, deed of trust, loan agreement or other  agreement  or
instrument to which the Company is a party or by which the Company is bound
or  to  which any of the property or assets of the Company is subject,  nor
will such actions result in any violation of the provisions of the articles
of  incorporation  or  by-laws of the Company or,  to  our  knowledge,  any
statute  or  any  order,  rule or regulation of any court  or  governmental
agency  or  body  of  the  United States or the State  of  Virginia  having
jurisdiction  over  the Company or any of its properties  or  assets;  and,
except  for  such  consents,  approvals, authorizations,  registrations  or
qualifications as may be required under applicable state securities laws in
connection  with  the purchase and distribution of the  Securities  by  the
Purchaser,  no consent approval, authorization or order of,  or  filing  or
registration  with,  any  such  court or governmental  agency  or  body  is
required  for  the  execution,  delivery and performance  of  the  Purchase
Agreement   by  the  Company  and  the  consummation  of  the  transactions
contemplated thereby;

     6.    Neither the Company, any of its subsidiaries nor the Trust is an
"investment company" as such term is defined in the Investment Company  Act
of 1940, as amended;

     Our  opinion is limited to matters governed by the Federal laws of the
United States of America and the laws of the Commonwealth of Virginia.

     Where  our opinion as to certain matters of fact is stated to  be  "to
the  best  of  our  knowledge,"  we  have not  undertaken  any  independent
investigation  or examination of those matters as a basis for  our  opinion
but have instead relied solely upon such information as to those matters as
is  contained  in  our open files in the name of the Company  or  has  been
provided  to  us  in response to inquiries made by us to  officers  of  the
Company  or  has  otherwise come to our attention  in  the  course  of  our
representation  of  the  Company  or  the  Trust  in  connection  with  the
preparation  of  the  Securities,  the Trust  Agreement,  the  Amended  and
Restated  Trust  Agreement, the Indenture, the Guarantee and  the  Purchase
Agreement and the consummation of the Transactions.

     For  purposes  of  the  opinion rendered in  Paragraph  2  above,  the
statement  therein as to the number of shares of capital stock  issued  and
outstanding  on  the  date  referred to was  based  solely  on  information
provided to us by the Company.

     In  rendering the foregoing opinion, we have relied to the  extent  we
deem  appropriate on the opinion of Potter Anderson & Corroon LLP, Delaware
counsel to the Trust.

                              Very truly yours,


                              MAYS & VALENTINE, L.L.P.

                                                   EXHIBIT C


            FORM OF OPINION OF DELAWARE COUNSEL
               TO THE GUARANTOR AND THE TRUST
          TO BE DELIVERED PURSUANT TO SECTION 7(c)

                       October 5, 1999



To Each of the Persons Listed
on Schedule I Attached Hereto

          Re:  Southern States Capital Trust I

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Southern States
Capital Trust I, a Delaware business trust (the "Trust") in connection with
the issuance of its Step-Up Rate Capital Securities, Series A on the date
hereof (the "Capital Securities") pursuant to the Purchase Agreement as
defined in the Amended and Restated Trust Agreement (the "Trust
Agreement"), dated the date hereof, by and among Southern States
Cooperative, Incorporated, as Depositor, First Union Trust Company,
National Association, as Delaware Trustee, First Union National Bank, as
Property Trustee, and the Administrative Trustees named therein.  Initially
capitalized terms used herein and not otherwise defined are used herein as
defined in the Trust Agreement.

          For purposes of giving the opinions hereinafter set forth, we
have examined only the following documents and have conducted no
independent factual investigations of our own:

          1.   The Certificate of Trust for the Trust, dated as of December
15, 1998, as filed in the Office of the Secretary of State of the State of
Delaware (the "Secretary of State") on December 16, 1998;

          2.   The Corrected Certificate of Trust for the Trust, dated as
of September 28, 1999, as filed with the Secretary of State on September
28, 1999;

          3.   The original trust agreement of the Trust, dated as of
December 15, 1998, by and between Southern States Cooperative,
Incorporated, as Depositor, and First Union Trust Company, National
Association, as Delaware Trustee (the "Original Agreement");

          4    The Trust Agreement;

          5.   A Certificate of Good Standing for the Trust, dated October
5, 1999, obtained from the Secretary of State;

          6.   The Purchase Agreement; and

          7.   The Expense Agreement.

          The documents referred to in (1) and (2) are collectively
referred to as the "Certificate."  The documents referred to in (3), (4),
(6) and (7) are collectively referred to as the "Agreements" and
individually as an "Agreement."

               For purposes of this opinion, we have not reviewed any
documents other than the documents listed in (1) through (7) above.  In
particular, we have not reviewed any document (other than the documents
listed in (1) through (7) above) that is referred to or incorporated by
reference into the documents reviewed by us.  We have assumed that there
exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein.

          In addition, we have conducted no independent factual
investigation of our own but rather have relied solely on the foregoing
documents, the statements and information set forth therein and the
additional matters related or assumed therein, all of which we have assumed
to be true, complete and accurate.  Whenever a statement herein is
qualified by the phrase "known by us" or a correlative phrase, it is
intended to indicate the current and actual knowledge of the attorneys in
the firm who have rendered legal services in connection with the
transactions described herein.

          Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:

          1.   The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act and
all filings required under the laws of the State of Delaware with respect
to the creation and valid existence of the Trust have been made.

          2.   Under the Delaware Business Trust Act and the Trust
Agreement, the Trust has the trust power and authority (a) to own its
properties (including, without limitation, the Debentures) and conduct its
business, (b) to execute and deliver, and to perform its obligations under,
the Agreements to which it is a party, and (c) to issue and perform its
obligations under the Capital Securities and Common Securities, all as
described in the Trust Agreement.

          3.   The Trust Agreement constitutes a valid and binding
obligation of the Depositor and the Trustees, enforceable against the
Depositor and the Trustees, respectively, in accordance with its terms.

          4.   Under the Delaware Business Trust Act and the Trust
Agreement, the execution and delivery by the Trust of the Agreements to
which it is a party, and the performance by the Trust of its obligations
thereunder, have been duly authorized by all necessary trust action on the
part of the Trust.

          5.   The Capital Securities (a) have been duly authorized by the
Trust Agreement, and (b) once duly and validly issued in accordance with
the Trust Agreement, will represent valid and fully paid and, subject to
the qualifications set forth in number 8 below, non-assessable undivided
beneficial interests in the assets of the Trust.

          6.   Once duly and validly issued in accordance with the Trust
Agreement, the Capital Securities will entitle the Holders of the Capital
Securities to the benefits of the Trust Agreement.

          7.   The Common Securities (a) have been duly authorized by the
Trust Agreement, and (b) once duly and validly issued in accordance with
the Trust Agreement, will represent valid and fully paid undivided
beneficial interests in the assets of the Trust.

          8.   The Holders of Capital Securities will be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware, except that the Holders of Capital Securities may be
obligated to (a) provide indemnity and/or security in connection with and
pay taxes or governmental charges arising from transfers or exchanges of
certificates representing Capital Securities and the issuance of
replacement certificates representing Capital Securities to the extent
provided in the Trust Agreement, (b) provide security or indemnity in
connection with requests of or directions to the Property Trustee to
exercise its rights and powers under the Trust Agreement, and (c) provide
indemnity in connection with violations of the Trust Agreement or U.S.
Federal or state securities laws arising from transfers or exchanges of
certificates representing Capital Securities and the issuance of
replacement certificates representing Capital Securities.

          9.   Under the Delaware Business Trust Act and the Trust
Agreement, the issuance of the Trust Securities is not subject to
preemptive rights.

          10.  No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body of the
State of Delaware known by us to have jurisdiction over the Trust is
required for the issuance and sale of the Securities or the consummation by
the Trust of the transactions contemplated by the Agreements to which it is
a party.

          11.  The (a) purchase of the Debentures by the Trust, (b)
distribution of the Debentures by the Trust in the circumstances
contemplated by the Trust Agreement, and (c) execution, delivery and
performance by the Trust of the Agreements to which it is a party and the
consummation of the transactions contemplated thereunder, will not conflict
with or result in a breach or violation of any of the terms or provisions
of the Certificate or the Trust Agreement or any statute, rule or
regulation of the State of Delaware or any governmental agency or body of
the State of Delaware known by us to have jurisdiction over the Trust.

          12.  Assuming that the Trust is treated as a grantor trust or
partnership for federal income tax purposes, the Holders of Capital
Securities (other than those holders of Capital Securities who reside or
are domiciled in the State of Delaware) will have no liability for income
taxes imposed by the State of Delaware solely as a result of their
participation in the Trust, and the Trust will not be liable for any income
tax imposed by the State of Delaware.

          All of the foregoing opinions contained herein are subject to the
following assumptions, qualifications, limitations and exceptions:

               a.   The foregoing opinions are limited to the laws of the
State of Delaware presently in effect, excluding the securities laws
thereof.  We have not considered and express no opinion on the laws of any
other jurisdiction, including, without limitation, federal laws and rules
and regulations relating thereto.

               b.   The foregoing opinions in paragraphs 3 and 6 above are
subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, fraudulent transfer and similar laws relating to or affecting
creditors rights generally including, without limitation, the Delaware
Uniform Fraudulent Conveyance Act, the provisions of the United States
Bankruptcy Code and the Delaware insolvency statutes, (ii) principles of
equity including, without limitation, concepts of materiality, good faith,
fair dealing, conscionability and reasonableness (regardless of whether
such enforceability is considered in a proceeding in equity or at law),
(iii) applicable law relating to fiduciary duties, (iv) public policy
limitations with respect to exculpation, contribution and indemnity
provisions, and (v) the limitation that a court applying Delaware law will
enforce a liquidated damages provision in a contract only where, at the
time of contract, actual damages may be difficult to determine and the
stipulated sum is not so grossly disproportionate to the probable
anticipated loss as to be a penalty.

               c.   We have assumed the due execution and delivery by each
party thereto of each document examined by us. In addition, we have assumed
the due authorization by each party thereto (exclusive of the Trust) of
each document examined by us, and that each of such parties (exclusive of
the Trust and the Administrative Trustees) has the full power, authority,
and legal right to execute, deliver and perform each such document.  We
also have assumed that each of the parties (exclusive of the Trust and the
Administrative Trustees) to each of the Agreements is a corporation, bank,
national banking association, limited liability company or trust company
duly formed, validly existing and in good standing under the laws of their
respective jurisdictions of organization and that the Agreements to which
each of the entities to each of the Agreements (other than, in the case of
the Trust, as expressly set forth in Paragraph 11) is a party do not result
in the breach of the terms of, and do not contravene its constituent
documents or any law, rule or regulation applicable to it.  We have also
assumed that each of the Agreements to which each of the entities is a
party does not (x) result in the breach of the terms of, and does not
contravene, any contractual restriction binding upon such entities, or (y)
(other than, in the case of the Trust as expressly set forth in Paragraphs
10 and 11) require under any law, statute, rule, or regulation any filing
with, or any approval or consent of, any governmental authority.  We have
further assumed the legal capacity of any natural persons who are
signatories to any of the Agreements or other documents examined by us.

               d.   We have assumed that all signatures on documents
examined by us are genuine, that all documents submitted to us as originals
are authentic and that all documents submitted to us as copies conform with
the originals.

               e.   We have assumed that the Original Agreement and the
Trust Agreement collectively, constitute the entire agreement among each of
the respective parties thereto with respect to the subject matter thereof,
including with respect to the creation, operation, dissolution and winding
up of the Trust.

               f.   We have assumed that no event set forth in Article 9 of
the Trust Agreement has occurred.

               g.   We have assumed that the Trust derives no income from
or connected with sources within the State of Delaware and has no assets,
activities (other than having a Delaware trustee as required by the
Delaware Business Trust Act and the filing of documents with the Secretary
of State) or employees in the State of Delaware.

               h.   Notwithstanding any provision in the Trust Agreement to
the contrary, we note that upon the occurrence of an event set forth in
Article 9 thereof, the Trust cannot make any payments or distributions to
the Holders of Securities until creditors' claims are either paid in full
or reasonable provision for payment thereof has been made.

               i.   With respect to the enforceability of any provision of
the Trust Agreement wherein the parties provide for the appointment of a
liquidator, we note that upon the application of any beneficial owner, the
Delaware Court of Chancery has the power, upon cause shown, to wind up the
affairs of a Delaware business trust and in connection therewith to appoint
a liquidating trustee other than the one agreed to by the beneficial owners
thereof.

               j.   We have assumed that the only assets owned by the Trust
are the Debentures, cash on deposit in, or owing to, the Payment Account,
and all proceeds and rights in respect of the same.

               k.   We have assumed that all of the agreements that are not
governed by Delaware law constitute legal, valid, binding and enforceable
obligations of each of the parties thereto under the laws of the State of
New York.

               l.   We have assumed that the Trust Securities will be
issued and sold in accordance with the Trust Agreement and the Purchase
Agreement.  We have further assumed that the purchase price for the Trust
Securities has been paid, that certificates representing the Trust
Securities have been issued by the Trust, and that such certificates
representing Trust Securities have been received by the Holders thereof,
respectively, all in accordance with the Trust Agreement and the Purchase
Agreement.

               m.   We note that pursuant to the Expense Agreement the
Depositor, as Holder of the Common Securities, is liable for all of the
debts and obligations of the Trust (other than with respect to the Capital
Securities) to the extent not satisfied out of the Trust's assets.

          This opinion is rendered solely for your benefit in connection
with the matters set forth herein and, without our prior written consent,
may not be furnished or quoted to, or relied upon by, any other person or
entity for any purpose.  Mays & Valentine, L.L.P. and Sullivan & Cromwell
may rely on this opinion in connection with any legal opinion being
rendered by the same on the date hereof with respect to the matters set
forth herein.

                              Very truly yours,


                              POTTER ANDERSON & CORROON LLP





                                Schedule I


SOUTHERN STATES COOPERATIVE, INCORPORATED

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

FIRST UNION NATIONAL BANK

GOLD KIST INC.









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