Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
Suite 1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska 68102
(402) 341-3070
June 30, 2000
ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001
Ladies and Gentlemen:
We have acted as counsel for ConAgra, Inc., a Delaware corporation
("ConAgra"), in connection with the proposed merger of International Home Foods,
Inc., a Delaware corporation ("International Home Foods"), with CAG Acquisition
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ConAgra
("Merger Sub"), with Merger Sub being the surviving corporation and a
wholly-owned subsidiary of ConAgra (the "Merger"), pursuant to an Agreement and
Plan of Merger dated June 22, 2000 among ConAgra, International Home Foods and
Merger Sub (the "Merger Agreement").
We have examined such corporate records and other documents, including
the registration statement on Form S-4 (the "Registration Statement") to be
filed with the Securities and Exchange Commission relating to shares of ConAgra
common stock, par value $5.00 per share (the "Common Stock") to be issued by
ConAgra in connection with the Merger and have reviewed such matters of law as
we have deemed necessary for this opinion.
Based upon the foregoing, we are of the opinion that under the laws of
the State of Delaware, pursuant to which ConAgra is incorporated, upon the
issuance of the shares of Common Stock in accordance with the terms of the
Merger Agreement after the Registration Statement becomes effective, such shares
of Common Stock will be duly authorized, validly 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/ David L. Hefflinger
For the Firm
