<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5033104.txt
<TEXT>
                                   Exhibit 23 (b)

                                    Exhibit 5
                                                     March 31, 2004


Seneca Foods Corporation
3736 South Main Street
Marion, New York 14505

         RE:   Registration Statement on Form S-8
               Seneca Foods, L.L.C. 401(k) Retirement Savings Plan (the "Plan")

Ladies and Gentlemen:

As your counsel we have examined the above-referenced Registration Statement and
we are  familiar  with  the  documents  referred  to  therein,  as  well as your
Certificate  of  Incorporation  and  Bylaws,  each as  amended to date and other
relevant  documents,  and we have made such  investigation  with respect to your
corporate  affairs  as we have  deemed  necessary  in order for us to render the
opinion herein set forth.

We have examined the proceedings  heretofore taken and we are informed as to the
procedures  proposed to be followed by Seneca Foods  Corporation  in  connection
with the  authorization,  issuance  and sale of the shares of Common  Stock (the
"Shares")  pursuant  to the Plan.  In our  opinion,  the  Shares to be issued by
Seneca Foods  Corporation  under and in  accordance  with the Plan will be, when
issued and paid for in accordance with the Plan and the  Registration  Statement
and the exhibits thereto, legally issued, fully paid and non-assessable.

We  consent  to  the  filing  of  this  opinion  letter  as an  exhibit  to  the
Registration Statement on Form S-8.

                                            Very truly yours,

                                            /s/ Jaeckle Fleischmann & Mugel, LLP

</TEXT>
</DOCUMENT>
