Pioneer Hi-Bred International, Inc.
400 Locust Street 700 Capital Square
Des Moines, IA 50309

Re: Registration Statement on Form S-8 for 25,000 Shares of Common Stock

Ladies and Gentlemen:

I have  examined  the  Registration  Statement  on  Form  S-8  (the"Registration
Statement")  to  be  filed  by  Pioneer  Hi-Bred  International  Inc.,  an  Iowa
corporation  (the  "Company"),  with the Securities  and Exchange  Commission in
connection  with  the  registration   under  the  Securities  Act  of  1933,  as
amended(the  "Securities  Act"), of 25,000 shares of the Company's Common Stock,
par value $1 per share (the "Common  Stock"),  reserved  for issuance  under the
Pioneer Hi-Bred International, Inc. Director Stock Program (the "Plan").

As Corporate Counsel for the Company, I have examined the Company's  Certificate
of Incorporation and Bylaws and the records of certain corporate proceedings and
actions taken by the Company in connection with the Plan.

Based upon the foregoing and in reliance  thereon,  I am of the opinion that the
shares of Common Stock being offered under the Plans, when issued, in accordance
with the  provisions  of the  plans,  will be  validly  issued,  fully  paid and
nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

 /s/ William J. DeMeulenaere
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     William J. DeMeulenaere