EXHIBIT 5.3
December 20, 2002
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Ladies and Gentlemen:
We have acted as special North Carolina 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" and to the registration statement on Form S-4 to be filed with
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), and relating to the Registered Exchange Offer
as the "Registration Statement."
We have reviewed the Registration Statement, Guarantor's Restated Articles
of Incorporation and By-laws, each as amended to date, the Registration Rights
Agreement dated November 7, 2002 among the Guarantor, Bottling LLC and the
initial purchasers named therein, the Indenture, the Guarantee and the Exchange
Guarantee, and have examined the originals, or copies certified or otherwise
identified to our satisfaction, of certificates of public officials and of
representatives of the Guarantor, statutes and other instruments and documents,
as a basis for the opinions hereinafter expressed. In rendering this opinion, we
have relied upon certificates of
December 20, 2002
Page 2
public officials and the officers of the Guarantor with respect to the accuracy
of the factual matters contained in such certificates.
In connection with such review, we have assumed with your permission (a)
that each of the Registration Rights Agreement and the Indenture and all other
documents that are the subject of this opinion or on which this opinion is based
have been properly authorized, executed and delivered by each of the respective
parties thereto other than the Guarantor and have been properly executed and
delivered by all parties by or through competent individuals having the legal
capacity to do so; (b) the genuineness of all signatures; (c) the authenticity
of all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies;
and (d) the proper issuance and accuracy of certificates of public officials and
officers and agents of the Guarantor.
This opinion is limited to the laws of the State of North Carolina,
excluding local laws of the State of North Carolina (i.e., the statutes,
ordinances, the administrative decisions and the rules and regulations of
counties, towns, municipalities and special political subdivisions of, or
authorities of quasi-governmental bodies constituted under the laws of, the
State of North Carolina and judicial decisions to the extent they deal with any
of the foregoing), that are, in our experience, normally applicable to
transactions of the type contemplated in the Registered Exchange Offer, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction.
Based on and subject to the foregoing, and having regard for such legal
considerations as we deem relevant, it is our opinion that the Guarantor has
authorized the execution, delivery and performance of the Exchange Guarantee by
all necessary corporate action.
Nothing contained in this letter shall be construed as an opinion as to the
enforceability of the Exchange Guarantee.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.3 to the Registration Statement and to the use of our name in the
Registration Statement under the caption "Legal Matters" in the prospectus
included as a part thereof. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the Act
or other rules and regulations of the Commission thereunder.
Very truly yours,
/s/WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Corporation
KNS
KGC