EXHIBIT 5



Farmland Industries, Inc.
3315 North Oak Trafficway
Kansas City, Missouri 64116

Gentlemen:

     I have reviewed your Demand Loan Certificates bearing the Certificate
Interest Rate; your 10-year Subordinated Capital Investment Certificates and
your 5-year Subordinated Capital Investment Certificates each bearing the
Certificate Interest Rate; your 10-year Subordinated Monthly Income Capital
Investment Certificates and your 5-year Subordinated Monthly Income Capital
Investment Certificates each bearing the Certificate Interest Rate.  It is my
opinion that all such Demand Loan Certificates, Subordinated Capital Investment
Certificates and Subordinated Monthly Income Capital Investment Certificates,
and the issuance thereof, have been duly authorized; that said Demand Loan
Certificates are covered by that certain Trust Indenture dated November 20,
1981, between your Association and UMB Bank, National Association, as successor
trustee to Commerce Bank of Kansas City, National Association; that said 10-year
and 5-year Subordinated Capital Investment Certificates bearing the Certificate
Interest Rate are covered by those certain Trust Indentures dated November 8,
1984, between your Association and Commerce Bank of Kansas City, National
Association; that said 10-year Subordinated Monthly Income Capital Investment
Certificates bearing interest at the Certificate Interest Rate are covered by
that certain Trust Indenture dated November 8, 1984, between your Association
and Commerce Bank of Kansas City, National Association, and that said 5-year
Subordinated Monthly Income Capital Investment Certificates bearing interest at
the Certificate Interest Rate are covered by that certain Trust Indenture dated
November 11, 1985 between your Association and Commerce Bank of Kansas City,
National Association.  That said Certificates, when issued and sold in
accordance with Registration Statement No. 033-56821, presently to be filed with
the Securities and Exchange Commission, Washington, D.C., and registered in
accordance with the laws of the States in which the Certificates are and will be
sold, will constitute valid and binding obligations according to their tenor and
effect.

                                    Respectfully submitted,





                                    Robert B. Terry
                                    Vice President,
                                    and General Counsel

   
February 10, 1995