Exhibit 5.1


                      McGrath, North, Mullin & Kratz, P.C.
                           1400 One Central Park Plaza
                           222 South Fifteenth Street
                              Omaha, Nebraska 68102
                                 (402) 341-3070






                                                September 28, 1998






ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska  68102-5001

Gentlemen:

       In connection with the registration  under the Securities Act of 1933, as
amended,  of 1,310,370 shares of Common Stock, five dollars ($5.00) par value of
ConAgra (the "Common Stock"),  we have examined such corporate records and other
documents, including the registration statement on Form S-3 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. ConAgra is a corporation duly organized and existing under the laws of
the State of Delaware.

       2. All necessary  corporate  action on the part of ConAgra has been taken
to authorize the  registration of the Common Stock by ConAgra,  and when sold as
contemplated in the Registration Statement,  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.

                                              /s/ Guy Lawson

                                        By: Guy Lawson
                                            For the Firm