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 4, 2000
                                                   ---------------------------



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

         Re:      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.  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   Registration   Statement  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
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.


<PAGE>



                                                                       HARRIS
                                                                       BEACH &
                                                                       WILCOX

October 4, 2000
Page 3



         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,  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  published
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  Class A  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 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 LLP

                                                     /s/ HARRIS BEACH LLP