EXHIBIT 5.2
December 20, 2002
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
Ladies and Gentlemen:
We have acted as counsel for PepsiCo, Inc., a North Carolina
corporation (the "Guarantor"), in connection with the offer (the "Registered
Exchange Offer") by Bottling Group, LLC ("Bottling LLC") and the Guarantor to
exchange Bottling LLC's 4 5/8% Series B Senior Notes due November 15, 2012 (the
"New Notes") for any and all of Bottling LLC's outstanding 4 5/8% Senior Notes
due November 15, 2012 (the "Old Notes", and together with the New Notes, the
"Notes"). The New Notes will be unsecured senior obligations of Bottling LLC and
will be issued pursuant to an Indenture dated as of November 15, 2002 (the
"Indenture"), among the Guarantor, Bottling LLC and JPMorgan Chase Bank, as
Trustee. Payment of principal of and interest and premium, if any, on the Notes
will be unconditionally and irrevocably guaranteed on a senior unsecured basis
(the "Guarantee") by the Guarantor, with the Guarantee becoming effective on the
Guarantee Commencement Date (as defined in the Indenture), except that, under
certain circumstances described in the Indenture, the Guarantee may not become
effective or may become effective as to less than all of the principal of and
interest and premium, if any, on the Notes. We refer herein to the Guarantee to
be endorsed on the New Notes as the "Exchange Guarantee".
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public
PepsiCo, Inc. 2 December 20, 2002
officials and other instruments as we have deemed necessary or advisable for the
purpose of rendering this opinion.
The Guarantor is a North Carolina corporation, and Womble Carlyle
Sandridge & Rice, PLLC, the Guarantor's special North Carolina counsel, has
opined as to certain matters under the laws of the State of North Carolina,
including the due authorization of the Exchange Guarantee. For purposes of this
opinion, we have assumed the due authorization of the Exchange Guarantee.
Upon the basis of the foregoing, we are of the opinion that:
(i) Assuming the Exchange Guarantee has been duly authorized
by the Guarantor, the Exchange Guarantee, when executed, issued and
delivered by the Guarantor, and when the New Notes, with the Exchange
Guarantee endorsed thereon, are issued, executed and authenticated in
accordance with the provisions of the Indenture, and are delivered in
the Registered Exchange Offer as contemplated by the Registration
Rights Agreement dated November 7, 2002 among the Guarantor, Bottling
LLC and the initial purchasers named therein, will constitute the valid
and binding obligation of the Guarantor enforceable against the
Guarantor in accordance with its terms, and will be entitled to the
benefits of the Indenture, except as such enforceability may be limited
by the laws of bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, or similar laws relating to creditors' rights
generally, by general principles of equity, or by the discretion of any
court before which any proceeding therefor may be brought.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-4 (the "Registration Statement") relating to
the Registered Exchange Offer. We also consent to the reference to us under the
caption "Legal Matters" in the prospectus contained in the Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell