EXHIBIT 5


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






                                   April 24, 1996


Valmont Industries, Inc.
Valley, Nebraska 68064


Gentlemen:

     In connection with the registration under the Securities Act
of 1933, as amended, of 800,000 shares of common stock
(the "Common Stock"), $1.00 par value, of Valmont Industries,
Inc., a Delaware corporation (the "Company"), authorized for
issuance pursuant to the Valmont 1996 Stock Plan (the "Plan"), we
have examined such corporate records and other documents,
including the registration statement on Form S-8 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.   The Company is a corporation duly organized and
existing under the laws of the State of Delaware.

     2.   Upon the issuance of shares in accordance with the
Plan, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance of up to 800,000
shares of Common Stock by the Company, and when issued as
contemplated in the Registration Statement and related documents,
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.

                          By:   /s/ David L. Hefflinger

                              David L. Hefflinger