Attached files

file filename
EX-99.1 - EX-99.1 - SUPERVALU INCa14-24412_1ex99d1.htm
EX-1.1 - EX-1.1 - SUPERVALU INCa14-24412_1ex1d1.htm
EX-4.1 - EX-4.1 - SUPERVALU INCa14-24412_1ex4d1.htm
8-K - 8-K - SUPERVALU INCa14-24412_18k.htm

Exhibit 5.1

 

GRAPHIC

 

SUPERVALU INC.

7075 Flying Cloud Drive

Eden Prairie, Minnesota 55344

 

November 14, 2014

 

Re:                 Registration Statement on Form S-3 (File No. 333-200039)

 

Ladies and Gentlemen:

 

We have acted as counsel to SUPERVALU INC., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement dated November 10, 2014 (the “Prospectus Supplement”) to the prospectus, dated November 10, 2014, included in the registration statement on Form S-3 (File No. 333-200039) (the “Registration Statement”) filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”) on November 10, 2014 relating to the offer and sale by the Company of $350,000,000 aggregate principal amount of the Company’s 7.750% notes due 2022 (the “Notes”). The Notes will be issued under the Indenture dated as of July 1, 1987, as amended and supplemented to the date hereof (as so amended and supplemented, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”) and sold pursuant to the Underwriting Agreement, dated November 10, 2014 (the “Underwriting Agreement”), between the Company and Goldman, Sachs & Co., as representative of the several underwriters named in Schedule I thereto.

 

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements and instruments, that such agreements and instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements and instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

 

Based on the foregoing, we are of the opinion that the Notes, when issued, executed and authenticated by the Trustee in accordance with the terms of the Indenture and delivered on behalf of the Company against payment of the consideration therefor specified in the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

Our opinions set forth above are subject to the following qualifications and exceptions:

 

(a)                                 Our opinions set forth above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or

 

GRAPHIC

 



 

SUPERVALU INC.

GRAPHIC

November 14, 2014

Page 2

 

 

affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws).

 

(b)                                 Our opinions set forth above are subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

 

(c)                                  Our opinions set forth above are subject to limitations regarding the availability of indemnification and contribution where such indemnification or contribution may be limited by applicable law or the application of principles of public policy.

 

(d)                                 We express no opinion as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum), (ii) waivers by the Company of any statutory or constitutional rights or remedies, (iii) terms which excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s or entity’s negligence or willful misconduct or (iv) obligations to pay any prepayment premium, default interest rate, early termination fee or other form of liquidated damages, if the payment of such premium, interest rate, fee or damages may be construed as unreasonable in relation to actual damages or disproportionate to actual damages suffered as a result of such prepayment, default or termination.

 

(e)                                  We draw your attention to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified except in writing may be limited.

 

Our opinions expressed above are limited to the laws of the State of New York and the Delaware General Corporation Law.

 

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission on the date hereof, which Current Report on Form 8-K will be incorporated by reference into the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ DORSEY & WHITNEY LLP

 

 

 

DORSEY & WHITNEY LLP

 

GLT/SK

 

GRAPHIC