[LETTERHEAD]
Exhibit 5.1
July 10, 2009
São Paulo, Brazil
BRF — Brasil Foods S.A.
Av. Escola Politécnica, 760
0530-901, São Paulo — SP
Brazil
Av. Escola Politécnica, 760
0530-901, São Paulo — SP
Brazil
Ladies and Gentlemen:
1. We are qualified to practice law in the Federative Republic of Brazil (“Brazil”) and have acted as Brazilian counsel to Perdigão S.A. (the “Company”), a corporation (sociedade por ações) organized under the laws of Brazil, in connection with the Registration Statement on Form F-3 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Securities”) to be filed by the Company with the U.S. Securities and Exchange Commission, relating to the offer and sale by the Company of common shares (ações ordinárias), without par value, of the Company (“Common Shares”), including Common Shares in the form of American Depositary Shares (the “ADSs”), each representing two Common Shares.
2. For the purposes of giving this opinion we have examined or relied upon a copy of the Company’sestatuto socialand such other documents, corporate books and registers, contracts and certificates of officers of the Company, furnished to us by the Company, as we have deemed necessary or appropriate to enable us to render this opinion.
3. We have not made any investigation of the laws of any jurisdiction outside Brazil, and this opinion is given solely in respect of the laws of Brazil at the date hereof and not in respect of any other law. In particular, we have no independent investigation of the laws of the State of New York and do not express or imply any opinion on such laws.
4. In giving this opinion, we have made the following assumptions:
(i) | that all documents submitted to us in draft form or as facsimile or copy or specimen documents conform to their originals; | ||
(ii) | that all documents submitted to us as originals are authentic; and | ||
(iii) | that the signatures on the originals, certified copies or copies of all documents submitted to us are genuine. |
5. Based upon the foregoing and subject to the reservations, qualifications and explanations set forth below, we are of the opinion that:
(i) | the Company has been duly organized and is validly existing as a corporation (sociedade por ações) and in good standing (to the extent such concept is applicable under Brazilian law) under the laws of Brazil. | |
(ii) | the Common Shares, including the Common Shares underlying the ADSs, to be sold by the Company have been duly authorized, and, when issued, delivered and paid for, will be validly issued, fully paid and non-assessable. |
6. This opinion is being furnished to you solely for your benefit in connection with the filing of the Registration Statement and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without the expressed written permission of the undersigned, except that we consent to the filing of this opinion letter as a supporting document for, and to the reference to this opinion letter in, the Company’s application to list any ADSs described in the Registration Statement or any related prospectus or prospectus supplement on the New York Stock Exchange.
7. This opinion is limited to the matters expressly stated herein and does not extend to, and is not to be read as extended by implication to, any other matter in connection with the Registration Statement or the documents related thereto.
8. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto, and to the use of our name under the caption “Service of Process and Enforcement of Judgments” in the Registration Statement. In giving this consent, we do not thereby concede that we are within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated thereunder.
9. This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind including any change of law or fact that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, you should seek advice of your counsel as to the proper application of this opinion letter at such time.
10. This opinion will be governed by and construed in accordance with the laws of Brazil in effect on the date hereof.
/s/ Eliana Ambrósio Chimenti
MACHADO, MEYER, SENDACZ E OPICE
ADVOGADOS
MACHADO, MEYER, SENDACZ E OPICE
ADVOGADOS