Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska 68102
(402) 341-3070
August 22, 2000
ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of shares of Common Stock, five dollars ($5.00) par value of ConAgra
(the "Common Stock") on the registration statement on Form S-3 (333-42420) filed
with the Securities and Exchange Commission relating to such shares (the
"Registration Statement"), we have examined such corporate records and other
documents, including the Registration Statement and have reviewed such matters
of law as we have deemed necessary for this opinion.
Based on such examination, we advise you that in our opinion:
1. ConAgra is a corporation duly organized and existing under the laws of the
State of Delaware.
2. All necessary corporate action on the part of ConAgra has been taken to
authorize the registration of the Common Stock by ConAgra, and when sold as
contemplated in the Registration Statement, such shares will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours very truly,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
By: /s/ Guy Lawson
Guy Lawson
