Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South 15th Street
Omaha, Nebraska 68102
(402) 341-3070
November 3, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, a
registration statement on Form S-3 (the "Registration Statement") covering up to
$2,000,000,000 aggregate maximum offering price of the Company's common stock,
preferred stock and debt securities, which are described in the Registration
Statement. In connection with the foregoing, we have examined corporate records
of the Company and such other documents and materials as we considered relevant
to the opinions set forth below, and have made such investigation of matters of
law and fact as we have considered appropriate.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
2. All necessary corporate action on the part of the Company has been taken
to authorize the registration of the common stock and preferred stock by the
Company, and when sold as contemplated in the Registration Statement, such
shares will be legally issued, fully paid and nonassessable.
3. The Company has full corporate power to execute and deliver the
indentures (the "Indentures"), the forms of which appear as exhibits to the
Registration Statement, and the debt securities.
4. The execution and delivery of the Indentures by the Company has been
duly authorized, and, subject to compliance with the procedures specified in the
Indentures relating to the authorization of the several series of debt
securities, the issuance of the debt securities in such series will be duly
authorized; and when the debt securities of a series has been so authorized and
executed by the Company, authenticated by the trustee and delivered against
payment therefor, the debt securities of such series will constitute legally
issued, valid and binding obligations of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the section entitled "Legal
Matters" of the Registration Statement.
Very truly yours,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
/s/ Guy Lawson
For the Firm
