As filed with the Securities and Exchange Commission on September 2, 2011

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SUNOPTA INC.
(Exact name of registrant as specified in its charter)
_____________________

Canada Not applicable
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
   
   
2838 Bovaird Drive West  
Brampton, Ontario, Canada L7A 0H2
(Address of Principal Executive Offices) (Postal Code)

_____________________
SunOpta Inc. 2002 Stock Option Plan, as Amended and Restated May 2011
(Full title of the plan)
_____________________

John Dietrich
Vice President of Corporate Development
SunOpta Inc.
2838 Bovaird Drive West
Brampton, Ontario L7A 0H2, Canada
Tel.: (905) 455-1990
(Name, address and telephone number, including area code, of agent for service)

_____________________

Copy to:
Reed W. Topham
Stoel Rives LLP
201 South Main Street, Suite 1100
Salt Lake City, Utah 84111
Tel.: (801) 328-3131
_____________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  [   ] Accelerated filer  [X]
   
Non-accelerated filer   [   ] Smaller reporting company  [   ]
 (Do not check if a smaller reporting company)  
   

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to Be to Be  Price Per Offering Registration
Registered Registered (1) Share (2) Price (2)  Fee
         
Common Shares, no par value 2,500,000 shares (3) $  5.07 $  12,675,000 $  1,471.57

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also includes an indeterminate number of additional Common Shares that may be necessary to adjust the number of Common Shares reserved for issuance pursuant to the above-named plan as a result of any future stock split, stock dividend, recapitalization or similar transaction effected without receipt of consideration which results in an increase in the number of the registrant’s outstanding Common Shares.

   
(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and (c) under the Securities Act, based on the average of the high and low sales prices for the Common Shares on the Nasdaq Global Select Market on August 30, 2011.

   
(3)

Represents additional Common Shares issuable pursuant to the SunOpta Inc. 2002 Stock Option Plan, as amended and restated May 2011 (the “Plan”).


EXPLANATORY NOTE

This Registration Statement relates to an increase of 2,500,000 additional Common Shares that are authorized for issuance under the Plan.

The Common Shares registered pursuant to this Registration Statement are of the same class of securities as the 3,000,000 Common Shares registered for issuance under the Plan pursuant to the currently effective registration statement on Form S-8 (File No. 333-124911) filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2005 (the “Original Registration Statement”). An additional registration statement on Form S-8 (File No. 144827) was filed with the Commission on July 24, 2007, covering the registration of an additional 2,000,000 Common Shares authorized for issuance under the Plan (together with the Original Registration Statement, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8 under the Securities Act, the contents of the Prior Registration Statements are hereby incorporated by reference in their entirety, except as otherwise updated or modified by this Registration Statement and except to the extent the Original Registration Statement relates to our Employee Stock Purchase Plan. The current registration of 2,500,000 Common Shares will increase the number of Common Shares registered under the Plan from 5,000,000 to 7,500,000.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Commission allows us to “incorporate by reference” our publicly filed reports into this Registration Statement which means that information included in those reports is considered part of this Registration Statement. Information that we file with the Commission after the date of this Registration Statement will automatically update and supersede the information contained in this Registration Statement. We incorporate by reference into this Registration Statement the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until we have filed with the Commission a post-effective amendment to this Registration Statement indicating that we have sold all the Common Shares offered hereby or have deregistered any Common Shares then remaining unsold.

The following documents filed with the Commission are incorporated into this Registration Statement by reference (other than any portions of the respective filings that were furnished pursuant to Item 2.02 or 7.01 of Current Reports on Form 8-K or other applicable rules of the Commission):

1)

Our Annual Report on Form 10-K for the year ended January 1, 2011, as filed with the Commission on March 10, 2011;

   
2)

Our Definitive Proxy Statement for the 2011 Annual and Special Meeting of Shareholders, as filed with the Commission on April 27, 2011;

   
3)

Our Quarterly Report on Form 10-Q for the quarter ended April 2, 2011, as filed with the Commission on May 12, 2011;

   
4)

Our Quarterly Report on Form 10-Q for the quarter ended July 2, 2011, as filed with the Commission on August 10, 2011, and our amended Quarterly Report on Form 10-Q/A for the quarter ended July 2, 2011, as filed with the Commission on August 26, 2011;

   
5)

Our amended Current Reports on Form 8-K/A filed on January 24, 2011 and August 12, 2011, and our Current Reports on Form 8-K filed on March 10, 2011, May 3, 2011, May 12, 2011, May 24, 2011, May 31, 2011, June 10, 2011, July 6, 2011, August 9, 2011 and August 10, 2011; and

   
6) The description of our Common Shares and rights set forth in our Current Report on Form 8-K filed on September 2, 2011, including any amendment or report filed for the purpose of updating such description.


Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

See the accompanying Exhibit Index for a list of Exhibits to this Registration Statement, which is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brampton, Province of Ontario, Canada, on September 2, 2011.

  SUNOPTA INC.  
     
  By: /s/ Steven R. Bromley  
       
  Name: Steven R. Bromley
  Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven R. Bromley and John Dietrich, and each or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 2, 2011.

  Signature  

Title

       
By: /s/ Steven R. Bromley   President, Chief Executive Officer and Director
  Steven R. Bromley        (Principal Executive Officer; Principal Financial and Accounting Officer)
       
       
By: /s/ Jeremy N. Kendall   Chairman and Director
  Jeremy N. Kendall    
       
By: /s/ Cyril A. Ing   Director
  Cyril A. Ing    
       
By: /s/ Allan Routh   Director
  Allan Routh    
       
By: /s/ Katrina Houde   Director
  Katrina Houde    
       
By: /s/ Douglas Greene   Director
  Douglas Greene    
       
By: /s/ Victor Hepburn   Director
  Victor Hepburn    
       
By: /s/ Jay Amato   Director
  Jay Amato    
       
By: /s/ Alan Murray   Director
  Alan Murray    
       
 

EXHIBIT INDEX

Exhibit Number Description
   
4.1 Amalgamation of Stake Technology Ltd. and 3754481 Canada Ltd. (formerly George F. Pettinos (Canada) Limited) (incorporated herein by reference to our Form 10-KSB for the year ended December 31, 2000).
   
4.2 Certificate of Amendment dated October 31, 2003 to change our name from Stake Technology Ltd. to SunOpta Inc. (incorporated by reference to Exhibit 3i(b) to our Form 10-K for the year ended December 31, 2003).
   
4.3 Articles of Amalgamation of SunOpta Inc. and Sunrich Valley Inc., Integrated Drying Systems Inc., Kettle Valley Dried Fruits Ltd., Pro Organics Marketing Inc., Pro Organics Marketing (East) Inc., 4157648 Canada Inc. and 4198000 Canada Ltd. dated January 1, 2004 (incorporated by reference to Exhibit 3i(c) to our Form 10-K for the year ended December 31, 2003).
   
4.4 Articles of Amalgamation of SunOpta Inc. and 6319734 Canada Inc., 4157656 Canada Inc. Kofman-Barenholtz Foods Limited dated January 1, 2005 (incorporated herein by reference to Exhibit 3i(d) to our Form 10-K for the year ended December 31, 2004).
   
4.5 Articles of Amalgamation of SunOpta Inc. and 4307623 Canada Inc., dated January 1, 2006 (incorporated herein by reference to Exhibit 3i(e) to our Form 10-K for the year ended December 31, 2005).
   
4.6 Articles of Amalgamation of SunOpta Inc. and 4208862 SunOpta Food Ingredients Canada Ltd., 4406150 Canada Inc. and 4406168 Canada Inc. dated January 1, 2007 (incorporated herein by reference to Exhibit 3i(f) to our Form 10-K for the year ended December 31, 2007).
   
4.7 Articles of Amalgamation of SunOpta Inc. and 4460596 Canada Inc. Dated January 1, 2008 (incorporated herein by reference to Exhibit 3i(g) to our Form 10-K for the year ended December 31, 2007).
   
4.8 Amended and Restated By-law 14 dated May 27, 2010 (incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A filed on April 29, 2010).
   
4.9 * Form of certificate representing Common Shares, no par value
   
4.10 SunOpta Inc. 2002 Stock Option Plan, Amended and Restated May 2011 (incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 24, 2011)
   
5.1 * Opinion of Wildeboer Dellelce LLP with respect to the legality of the Common Shares being registered hereby
   
23.1 * Consent of Deloitte & Touche LLP
   
23.2 * Consent of Wildeboer Dellelce LLP (included in Exhibit 5.1)
   
24 * Power of Attorney (set forth on the signature page of this Registration Statement)

* Filed herewith.

Exhibit 4.9

   
SunOpta

 

(AMALGAMATED UNDER THE LAWS OF CANADA)
(ISSUE D’UNE FUSION EN VERTU DES LOIS DU CANADA)
   
    CUSIP 8676EP 10 8
     

This certifies that
La présente atteste que
 
is the registered holder of
est le porteur inscrit de

FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF ACTIONS ORDINAIRES, SANS VALEUR NOMINALE, ENTIÈREMENT LIBÉRÉES ET NON COTISABLES DU CAPITAL DE

SunOpta Inc.

A transfer of the shares represented by this certificate will not be registered in a register of transfers of the corporation except upon surrender of this certificate duly endorsed by the appropriate person. This certificate is not valid until countersigned and registered by the Transfer Agent and Registar of the corporation. Le transfert des actions represéntées par le présent certificat ne sera pas enregistré dans un registre des transferts de la société à moins que le présent certificate, dument endossé par la personne appropriée, ne soit remis. Le présent certificat n’est valable que s’il est contresigné et enregistré par l’agent compatible de transferts et des registres de la société.
     
In Witness Whereof the corporation has caused this cerfiticate to be signed by its duly authorized officers En foi de quoi la société a fait signer ce ceritificat par ses dirigeants dument autorisés.

Dated / Fait le    
COUNTERSIGNED AND REGISTERED       COUNTERSIGNED AND REGISTERED
CONTRESIGNé ET ENREGISTRé   /s/ Jeremy N. Kendall   CONTRESIGNÉ ET ENREGISTRÉ
EQUITY TRANSFER SERVICES INC. TORONTO   CHAIRMAN – PRESIDENT DU CONSEIL   AMERICAN STOCK TRANSFER AND TRUST COMPANY NEW YORK
TRANSFER AGENT AND REGISTRAR       TRANSFER AGENT AND REGISTRAR
AGENT COMPTABLE DES TRANSFERTS ET DES REGISTRES       AGENT DES TRANSFERTS ET AGENT CHARGÉ DE LA TENUE DES REGISTRES
         
BY – PAR  ________________________________   /s/ Cyril Ing   BY – PAR ________________________________

AUTHORIZED OFFICER – DIRIGEANT AUTORISé

  CORPORATE SECRETARY – SECRETAIRE GENERAL  

AUTHORIZED OFFICER – DIRIGEANT AUTORISé

     
THESE SHARES ARE TRANSFERABLE AT THE PRINCIPAL OFFICES OF EQUITY TRANSFER SERVICES INC. IN TORONTO, OR AT THE OFFICES OF AMERICAN STOCK TRANSFER AND TRUST COMPANY IN NEW YORK, NEW YORK.   CES ACTIONS SONT TRANSFÉRABLES AUX BUREAUX PRINCIPAUX DE COMPAGNIE EQUITY TRANSFER SERVICES INC. À TORONTO OU AUX BUREAUX DE AMERICAN STOCK TRANSFER AND TRUST COMPANY À NEW YORK, NEW YORK
     

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
 
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:   Les abbréviations suivantes lorsqu’elles sont utilisées dans l’inscription sur le devant de ce certificat, sont considérées comme ayant été écrites au complet, conformément aux lois et règlements applicables:
     
TEN COM – as tenants in common   TEN COM – comme tenants communs
TEN ENT – as tenants by the entireties   TEN ENT – comme tenants unitaires
JT TEN – as joint tenants with right of survivorship and not as tenants in common   COPRO – comme copropriétaires avec gain de survie et non comme tenants communs
     
UNIF GIFT MIN ACT –                     Custodian                     LOI DON UNI MIN -                         Gardien                    
                                          (Cust)                         (Minor)                                         (Gard)                           (Mineur)
  Under Uniform Gifts to Minors     Selon la loi des dons uniformes aux mineurs
  Act                                                  _________________________________
  (State)     (état)
         
Additional Abbreviations may also be use though not in the above list.   Des abbréviations supplémentaires peuvent être utilisées, mais ells n’appraissent pas dans la liste ci-dessus.
     
For value received, the undersigned hereby sell(s), assign(s) and transfer(s) unto   Pour valeur reçue, le(s) soussigné(s) par les présents vend(ent), cède(nt) et transporte(nt) à
     
     
     
    SOCIAL SECURITY / INSURANCE NUMBER
     
     
     
    NUMÉRO DE SÉCURITÉ / D’ASSURANCE SOCIALE
     
Shares of the Capital Stock represented by the within Certificate, and do(es) hereby irrevocable constitue and appoint   Actions du capital-actions que représente le présent certificat et constitue(nt) par les présentes

 

     
Attorney to transfer the said Stock on the Books of the within-named Company with full power of substitution in the premises   son (leur) fondé de pouvoir irrévocable avec plein droit de délégation des pouvoirs conférés aux fins de transférer lesdites actions dans les registres de la Compagnie.
 

Date _____________________________________________________

Signature __________________________________________________

In the presence of ___________________________________________
En presence de

Signature Guaranteed by:
Signature garantie par:

AVIS: LA SIGNATURE DU PRESENT TRANSFERT DOIT CORRESPONDRE EN TOUS POINTS AU NOM PORTE AU RECTO DU CERTIFICAT SANS AUCUN CHANGEMENT QU’IL SOIT.
 

Exhibit 5.1

September 2, 2011

SunOpta Inc.
2838 Bovaird Drive
Brampton, Ontario
L7A 0H2

Dear Sirs:

Re: SunOpta Inc. - Form S-8 Registration Statement

We have acted as Canadian counsel for SunOpta Inc. (the “ Company ”) in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Company under the United States Securities Act of 1933 (the “ Securities Act ”) relating to the issuance and sale by the Company of an additional 2,500,000 common shares without nominal or par value of the Company (the “ Common Shares ”) upon exercise of options granted under the Company’s 2002 Stock Option Plan as Amended and Restated May 2011 (the “ Plan ”), adopted by the shareholders of the Company on May 19, 2011.

We have made such examination of the corporate records of the Company and applicable laws as we have considered necessary or appropriate in the circumstances. For purposes of certain factual matters relevant to the opinion below, we have relied on a certificate of the Vice-President, Corporate Development and Corporate Secretary of the Company of even date herewith.

We are solicitors qualified to practise law only in the Province of Ontario and therefore we express no opinions as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein which are in effect on the date hereof, and we disclaim any obligation or duty to update the opinions expressed below in the event of any change in such laws or any other circumstances after the date hereof.

On the basis of the foregoing we advise you that, in our opinion, subject to the due issuance of the options pursuant to and in accordance with the Plan, the Common Shares issuable upon the due exercise of such options under the Plan when issued and paid for in accordance with the Plan, will be legally issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. In rendering the opinion above that the Common Shares will be “fully paid and non-assessable”, such opinion indicates that (i) the holder of such shares cannot be required to contribute any further amounts to the Company by virtue of his, her or its status as holder of such shares, either in order to complete payment for the shares, to satisfy claims of creditors or otherwise; and (ii) the issuance of such Common Shares is not subject to any statutory pre-emptive rights, resale rights, rights of first refusal or similar rights of any shareholder of the Company. No opinion is expressed as to the adequacy of any consideration received for such Common Shares.

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any prospectus constituting a part thereof, and any amendments thereto. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Yours very truly,

“Wildeboer Dellelce LLP”

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 9, 2011, relating to the consolidated financial statements of SunOpta Inc., and the effectiveness of SunOpta Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of SunOpta Inc. for the year ended January 1, 2011.

“Deloitte & Touche LLP”

Independent Registered Chartered Accountants
Licensed Public Accountants
Toronto, Ontario
September 2, 2011