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EXHIBIT 5.1
TRENAM, SIMMONS, KEMKER, SCHARF, BARKIN, FRYE & O'NEILL
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW
TAMPA OFFICE ST. PETERSBURG OFFICE
2700 BARNETT PLAZA 2000 BARNETT TOWER
101 EAST KENNEDY BOULEVARD ONE PROGRESS PLAZA
POST OFFICE BOX 1102 POST OFFICE BOX 2245
TAMPA, FLORIDA 33601-1102 PLEASE REPLY TO ST. PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813) 223-7474 TELEPHONE (813) 898-7474
TELEFAX (813) 229-6553 TAMPA TELEFAX (813) 821-0407
October 6, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Publix Super Markets, Inc.
401(k) Smart Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Publix Super Markets, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the "S-8
Registration Statement") relating to the proposed public offering by the
Company (the "Offering) of up to 10,000,000 shares of the Company's Common
Stock under the Company's 401(k) SMART Plan, the Company's 401(k) SMART Trust
Number 1 and the Company's 401(k) SMART Trust Number 2 (collectively the
"Plan"). This opinion is being provided as Exhibit 5 to the S-8 Registration
Statement.
In our capacity as counsel to the Company in connection with the
Registration Statement and the Offering, we have examined and are familiar
with: (1) the Company's Articles of Incorporation and bylaws, as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have
relied without independent investigation on statements or certificates of
officials and representatives of the Company, the Department of State of the
State of Florida and others. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostatic or other exact copies.
We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the Federal laws of the United States of America.
Based upon and in reliance on the foregoing, we are of the opinion
that:
1. The Company is a duly organized and existing corporation under
the laws of the State of Florida and its status is active.
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SECURITIES AND EXCHANGE COMMISSION OCTOBER 6, 1994
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2. The Plan has been duly and legally authorized by all required
corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;
b. the participations relating to shares of Common Stock
shall have been offered as contemplated in the Plan;
c. when certain approvals and ratifications by the
Company's Board of Directors relating to the Plan and
the S-8 Registration Statement have been obtained;
d. the consideration specified in the Plan shall have
been received; and
e. the certificates representing such shares shall have
been duly executed, counter-signed and issued by or
on behalf of the Company,
the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.
This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.
Sincerely,
TRENAM, SIMMONS, KEMKER, SCHARF,
BARKIN, FRYE & O'NEILL,
Professional Association
By: /s/ Richard M. Leisner
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Richard M. Leisner