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ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
WRITER'S TELEPHONE WRITER'S EMAIL WRITER'S FAX
(214) 220-7721 [email protected] (214) 999-7721
July 19, 2000
International Home Foods, Inc.
1633 Littleton Road
Parsippany, New Jersey 07054
Gentlemen:
We participated in the preparation of Registration Statement No.
333-40562 on Form S-4 originally filed with the Securities and Exchange
Commission by ConAgra, Inc. ("ConAgra") on June 30, 2000 (the "Registration
Statement" ), in connection with the merger of International Home Foods, Inc.
("IHF") and CAG Acquisition Sub ("Sub"), a wholly owned subsidiary of
ConAgra, pursuant to the Agreement and Plan of Merger, dated June 22, 2000,
among ConAgra, IHF and Sub (the "Merger Agreement"), including the discussion
set forth in the Registration Statement under the heading "Material United
States Federal Income Tax Consequences." The discussion and the legal
conclusions with respect to United States federal income tax matters set
forth therein reflect our opinion, and we believe they are accurate and
complete in all material respects.
Our opinion is based and conditioned upon the initial and continuing
accuracy of the statements, covenants, representations and assumptions set
forth in (i) the Merger Agreement, (ii) the Registration Statement, and (iii)
the tax certificates of even date herewith delivered to us by ConAgra, Sub,
and IHF. Any inaccuracies in any of the aforementioned statements,
representations, or assumptions or breach or failure of any of the
aforementioned covenants could adversely affect our opinion. Our opinion is
also based upon provisions of the United States Internal Revenue Code of
1986, as amended, regulations promulgated or proposed thereunder and
interpretations thereof by the Internal Revenue Service and the courts, all
as of the date hereof, all of which are subject to change with prospective or
retroactive effect, and our opinion could be adversely affected or rendered
obsolete by any such change.
We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as part of the Registration Statement. In
giving this consent, we do not hereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933 and the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
