Exhibit 5
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska
402-341-3070
September 28, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 30,000,000 shares of common stock (the "Common Stock"), $5.00 par
value, of ConAgra Foods, Inc., a Delaware corporation (the "Company"),
authorized for issuance pursuant to the ConAgra 2000 Stock Plan (the "Plan"), we
have examined such corporate records and other documents, including the
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission relating to such shares (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. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. Upon the issuance of shares in accordance with the Plan, all necessary
corporate action on the part of the Company will have been taken to authorize
the issuance of up to 30,000,000 shares of Common Stock by the Company, and when
issued as contemplated in the Registration Statement and related documents, 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
