EXHIBIT 5
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ralston Purina Company Savings Investment Plan
To the Members of the Commission:
This opinion is submitted in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission in respect of 5,000,000 shares of Ralston Purina Common
Stock (the "Shares") which will be offered to employees of Ralston Purina
Company ("Ralston") under the terms of the Ralston Purina Company Savings
Investment Plan (the "Plan").
I am a member of the bar of the State of Missouri and I serve as Vice
President, Secretary and Senior Counsel of Ralston. In that capacity, I, or
lawyers in the Ralston Law Department acting under my supervision, have examined
the written documents constituting the Plan and such other documents and
corporate records as I, or they, have deemed necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, it is my opinion that:
(1) Ralston is duly incorporated and validly existing as a corporation
under the laws of the State of Missouri.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Shares being registered pursuant to the Registration Statement,
and all such Shares issued in accordance with the Plan will be legally issued,
fully paid and non-assessable when the Registration Statement shall have become
effective.
(3) The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and is in compliance with the
requirements of ERISA pertaining thereto.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to a reference to me and this opinion in
the documents constituting a prospectus relating to the Plan and meeting the
requirements of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Nancy E. Hamilton
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Nancy E. Hamilton
Vice President, Secretary
and Senior Counsel
