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 5, 2000
                                                ---------------------------




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 delivered to you in our capacity as counsel to Pro-Fac
Cooperative,  Inc. (the "Company" or "Pro-Fac") in connection with the Company's
Registration  Statement on Form S-2 (the  "Registration  Statement") 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 shares of
Class A common stock,  retains and shares of Class A cumulative preferred stock,
liquidation preference $25.

         In rendering  the  following  opinion,  we have  examined the Company's
Restated  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
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.


<PAGE>



                                                                     HARRIS
                                                                     BEACH &
                                                                     WILCOX

Pro-Fac Cooperative, Inc.
October 5, 2000
Page 2




         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,  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,

                                                      HARRIS BEACH LLP

                                                      /s/ HARRIS BEACH LLP