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EXHIBIT 5
July 31, 2000
Board of Directors
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
In connection with the proposed registration under the
Securities Act of 1933, as amended, of shares of Common Stock of
Archer-Daniels-Midland Company, a Delaware corporation (the
"Company"), offered and to be offered pursuant to the ADM 401(k)
Plan for Salaried Employees and the ADM 401(k) Plan for Hourly
Employees (collectively, the "Plans"), I have examined the
Company's Restated Certificate of Incorporation, as amended, its
Bylaws, as amended, and such other documents, including the
Registration Statement on Form S-8, dated the date hereof, to be
filed with the Securities and Exchange Commission relating to
such shares (the "Registration Statement"), and have reviewed
such matters of law as I have deemed necessary for this opinion.
Accordingly, based upon the foregoing, I am of the opinion that:
1. The Company is duly and validly organized and
existing and in good standing under the laws of the State of
Delaware.
2. The Company has duly authorized the issuance of
the shares of Common Stock which may be issued pursuant to the
Plans.
3. The shares which may be issued pursuant to the
Plans will be, upon issuance, validly issued and outstanding and
fully paid and nonassessable.
4. All necessary corporate action has been taken by
the Company to adopt the Plans, and the Plans are validly
existing plans of the Company.
I consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ David J. Smith
David J. Smith
Vice President, Secretary and
General Counsel
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