99 GARNSEY ROAD
PITTSFORD, NEW YORK  14534

(716) 419-8800

[GRAPHIC OMITTED]                                                    Exhibit 5.1




October 9, 2001





Pro-Fac Cooperative, Inc.
90 Linden Oaks
Rochester, New York 14625

         Re:      Pro-Fac Cooperative, Inc. Registration Statement on Form S-2
                  ------------------------------------------------------------

Ladies and Gentlemen:

     This  opinion  is  furnished  to you in  connection  with the  Registration
Statement  on Form S-2 (the  "Registration  Statement")  to be filed by  Pro-Fac
Cooperative,   Inc.,  a  New  York  agricultural  cooperative  corporation  (the
"Company") with the Securities and Exchange  Commission (the "Commission") under
the  Securities  Act of 1933,  as amended,  relating  to the public  offering of
shares  of Class A common  stock,  par value  $5.00  per share  ("Class A common
stock"),  retains and shares of Class A cumulative preferred stock,  liquidation
preference $25 ("Class A cumulative preferred stock").

     In rendering the following  opinion,  we have (i) examined the Registration
Statement,  (ii)  examined  and  relied  upon  original,  certified,  conformed,
photostat or other copies of the Company's Restated Certificate of Incorporation
and the  By-Laws  of the  Company,  each as  restated  and/or  amended  to date,
resolutions  of the Board of  Directors  of the Company and such other  records,
certificates and documents,  and (iii) made such  investigation of fact and such
examination of law, all as we have deemed  necessary or appropriate for purposes
of rendering the opinion set forth herein.

     In  rendering  the  opinion  set  forth  herien,  we have  assumed  (i) the
genuineness  of  all  signatures  on  documents  we  have  examined,   (ii)  the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents  submitted to us as copies,  (iv) the
conformity of final  documents to all documents  submitted to us as drafts,  (v)
the authority and capacity of the  individual  or  individuals  who executed any
such documents on
<PAGE>
[GRAPHIC OMITTED]

Pro-Fac Cooperative, Inc.
October 9, 2001
Page 2







behalf of any person,  (vi) the  accuracy and  completeness  of all records made
available  to  us  and  (vii)  the  factual  accuracy  of  all  representations,
warranties  and other  statements  made by all  parties.  We also have  assumed,
without  investigation,  that  all  documents,  certificates,   representations,
warranties  and  covenants on which we have relied in rendering  the opinion set
forth  below and that were given or dated  earlier  than the date of this letter
continue  to remain  accurate,  insofar as  relevant  to the  opinion  set forth
herein.  Notwithstanding  the foregoing,  nothing has come to our attention that
would  cause us to  question  the  accuracy  or  completeness  of the  foregoing
assumptions.

     Based on the foregoing,  and having regard for such legal considerations as
we have  deemed  relevant,  we are of the opinion  that,  subject to an order or
other appropriate action by the Commission declaring the Registration  Statement
effective,  the Class A common  stock,  the retains,  and the Class A cumulative
preferred  stock of  Pro-Fac,  when  issued  in  accordance  with the  terms and
conditions  set  forth  in the  prospectus  forming  a part of the  Registration
Statement  (the   "Prospectus"),   will  be  legally  issued,   fully  paid  and
non-assessable, except that under the New York Cooperative Corporations Law each
member and each  director  of Pro-Fac  may be  personally  liable,  jointly  and
severally,  for certain  amounts  owed to  employees  for  services  rendered to
Pro-Fac,  as  described  in the  Prospectus  under the caption  "Description  of
Pro-Fac  Securities - Common  Stock",  and except that the amount of outstanding
retains may be subject to  adjustments  subsequent to issuance,  as described in
the Prospectus under the caption "Description of Pro-Fac Securities - Retains".

     Our  opinion  expressed  above is  limited  to the laws of the State of New
York. We consent to being named as counsel to the Company in the Prospectus,  to
the  references in the  Prospectus to our firm and to the inclusion of a copy of
this opinion letter as an exhibit to the Registration Statement.



                                              Very truly yours,

                                           /S/Harris Beach LLP
                                           -------------------
                                              HARRIS BEACH LLP