Exhibit 8

                                                       HARRIS
                                                       BEACH &
                                                       WILCOX
                                                        a limited liability
                                                       partnership

                                                       ATTORNEYS AT LAW

                                                       THE GRANITE BUILDING
                                                       130 EAST MAIN STREET
                                                       ROCHESTER, N.Y.
                                                       14604-1687
                                                       (716) 232-4440

December 18, 1997

 

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


Re:      Pro-Fac Cooperative, Inc.
         Pre-Effective Amendment No. 1 to the Registration Statement on Form S-2
         File No.: 333-7686


Ladies and Gentlemen:


     This  opinion is  delivered  to you in our  capacity  as counsel to Pro-Fac
Cooperative,  Inc. (the "Company" or "Pro-Fac") in connection with the Company's
Pre-Effective  Amendment No. 1 to the Company's  Registration  Statement on Form
S-2  ("Pre-Effective  Amendment  No.  1") to be filed  with the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended,  including the
prospectus  forming  a  part  thereof  (the  "Prospectus")  and  any  subsequent
pre-effective amendments,  post-effective amendments,  prospectus supplements or
exhibits  thereto,  relating to the public offering of up to $5,150,000  retains
and 776,414 shares of the Company's common stock (the "Offering").  This opinion
relates to the federal income tax consequences that are likely to be material to
a holder of Pro-Fac's common stock.

     We have  reviewed  the  Pre-Effective  Amendment  No.  1 and the  documents
incorporated by reference therein (the  "Incorporated  Documents") that describe
the  Company  and its  investments  and  activities.  We have  relied  upon  the
representations  of an officer of the Company  regarding the manner in which the
Company and its  affiliates  have been and will be owned and  operated.  We have
neither independently  investigated nor verified such representations,  and this
opinion is expressly conditioned upon the accuracy of such  representations.  We
assume  that  the  Company  has been and will be  operated  in  accordance  with
applicable  laws and the terms and  conditions of applicable  documents and that
the  descriptions  of the  Company  and  its  actual  and  proposed  activities,
operations and governance set forth in the Incorporated Documents continue to be
true, correct and complete.

     In  rendering  the  following  opinion,  we  have  examined  the  Company's
Certificate  of  Incorporation  and the  By-Laws of the  Company  and such other
records,  certificates  and  documents,  each  as  amended,  as we  have  deemed
necessary or appropriate for purposes of rendering the opinion set forth herein.

     In  rendering  the  opinion  set  forth  herein,  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 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
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set forth herein,  from such earlier date through and including the date of this
letter  and  that  all  representations  made  to the  "best  knowledge"  of any
person(s), or subject to similar qualification, are true and complete as if made
without such qualification.  Notwithstanding the foregoing,  nothing has come to
our attention  that would cause us to question the accuracy or  completeness  of
the  foregoing  assumptions.  The  opinion  set  forth  below is based  upon the
Internal  Revenue  Code of  1986,  as  amended  (the  "Code"),  the  income  tax
regulations and procedures and administration regulations promulgated thereunder
and existing  administrative and judicial  interpretations  thereof, all as they
exist at the date of this letter. All of the foregoing statutes, regulations and
interpretations  are subject to change, in some  circumstances  with retroactive
effect;  any changes to the foregoing  authorities might result in modifications
of our opinion contained herein.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
statements  in  the  Prospectus  set  forth  under  the  caption  "Tax  Matters"
concerning  our  opinions as to the  federal  income tax  consequences  that are
likely to be  material to a holder of the  Company's  common  stock,  accurately
reflect our opinions on the issues  discussed and, to the extent such discussion
refers to the opinion of this firm, we adopt and  incorporate all such opinions,
subject to the assumptions and limitations set forth herein.

     This  opinion is  rendered  with  respect to the  federal law of the United
States and does not  address the laws of any other  jurisdiction.  We express no
opinion other than that  expressly set forth herein.  Our opinion is not binding
on the Internal  Revenue Service (the "IRS"),  and the IRS may disagree with the
opinion  contained herein.  Except as specifically  discussed above, the opinion
expressed  herein  is  based  upon  the  federal  law  as it  currently  exists.
Consequently,  future  changes  in the law may  cause  the  federal  income  tax
treatment of the  transactions  described  herein to be materially and adversely
different from that described above.

     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,

                                 Harris Beach & Wilcox, LLP

                                 /s/ David M. Mehalick                        
                                 David M. Mehalick, Partner of the Firm