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




October 20, 1999






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:

         We have  acted  as  your  counsel  in  connection  with a  Registration
Statement  on Form  S-2 to be filed by you  with  the  Securities  and  Exchange
Commission ("Commission") pursuant to the Securities Act of 1933 as amended. The
Registration  Statement  may be  amended,  from  time  to  time,  by one or more
amendments at the request of the Commission,  or on your own initiative,  either
before or after its effective date. The Registration Statement as so amended, or
to be  amended,  covers  Pro-Fac's  Class A Common  Stock,  Retains  and Class A
Cumulative Preferred Stock.

         We have examined  originals or copies,  identified to our satisfaction,
of such documents and records of Pro-Fac,  and such other  documents and records
as we have deemed necessary, as a basis for the opinions hereinafter expressed.

         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  part  of  the  Registration
Statement to be filed with the Commission,  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."




             AFFILIATES      WASHINGTON, DC         NEW YORK
COPENHAGEN   LIVORNO  PARIS  MILFORD, CT     ALBANY    ITHACA       ROCHESTER
KRISTIANSUND LONDON   OSLO   HACKENSACK, NJ  BUFFALO   NEW YORK CITY  SYRACUSE
<PAGE>


                                                                         HARRIS
                                                                         BEACH &
                                                                         WILCOX
Pro-Fac Cooperative, Inc.
October 20, 1999
Page 2





         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                Very truly yours,

                                HARRIS BEACH & WILCOX, LLP



                            By:  /s/Catherine A. King
                                 ______________________________________
                                 Catherine A. King, Partner of the Firm