Exhibit 5.1
Monsanto Company
800 N. Lindbergh Boulevard
St. Louis, Missouri 63167
Phone (314) 694-2819
December 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As General Counsel of Monsanto Company, a Delaware Corporation having its
general offices at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167 (the
"Company"), I am familiar with the Registration Statement on Form S-8 being
filed by the Company under the Securities Act of 1933, as amended, covering an
aggregate of 26,745,000 shares of Monsanto Company Common Stock, $0.01 par value
per share ("Common Stock"), authorized for delivery to certain participants
under the Monsanto 2000 Management Incentive Plan, the Monsanto Company
Non-Employee Director Equity Incentive Compensation Plan, the Monsanto Company
Broad-Based Stock Option Plan and the Monsanto Company Employee Stock Purchase
Plan (the "Plans").
I am also familiar with the Company's Amended and Restated Certificate of
Incorporation and its Amended and Restated By-Laws as now in effect, and with
all corporate and other proceedings taken by the Company's Board of Directors
relative to the authorization of the Plans, including the proposed delivery of
up to an aggregate of 26,745,000 shares of Common Stock thereunder.
It is my opinion that the Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; that the Plans, including the
proposed delivery of up to an aggregate of 26,745,000 shares of Common Stock
thereunder, has been duly authorized by appropriate corporate action of the
Company; and that the aforesaid 26,745,000 shares of Common Stock, when
delivered pursuant to the provisions of the Plans, will be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to and references
to this opinion in said Registration Statement and to its use in connection
therewith. My consent is not an admission that the consent is required by
Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ R. William Ide III
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R. William Ide III
General Counsel, Monsanto Company
