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Exhibit 5
September 14, 2000
Purina Mills, Inc.
1401 South Hanley Road
St. Louis, Missouri 63144
Re: Purina Mills, Inc. Equity Incentive Plan
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Ladies and Gentlemen:
We have acted as counsel for Purina Mills, Inc., a Delaware
corporation (the "Registrant"), in connection with the Purina Mills, Inc. Equity
Incentive Plan (the "Plan"). We have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion, and
based thereon, we are of the opinion that the Registrant's shares of common
stock, par value $.01 per share (the "Common Stock"), that may be issued or
transferred and sold pursuant to the Plan and the agreements contemplated
thereunder (the "Agreements") have been duly authorized and will be, when issued
or transferred and sold in accordance with the Plan and such Agreements, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-8 being filed by the Registrant to
effect registration of the 1,000,000 shares of Common Stock to be issued and
sold pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
