EX-5

                        [AHLERS, COONEY FIRM LETTERHEAD]


                                                                  June 16, 1998

Board of Directors
Casey's General Stores, Inc.
One Convenience Blvd.
Ankeny, Iowa   50021

         RE:      Registration Statement on Form S-8
                  Casey's General Stores, Inc. Non-Employee
                  Directors' Stock Option Plan

Ladies and Gentlemen:

     We have  acted  as  counsel  for  Casey's  General  Stores,  Inc.,  an Iowa
corporation  (the  "Company"),  in connection  with the  Company's  Registration
Statement on Form S-8 (the "Registration  Statement") filed on June 16, 1998 
with the  Securities and Exchange  Commission for the purpose of registering 
200,000 shares of the Company's  Common Stock,  no par value (the "Shares") for 
issuance under the Casey's General Stores, Inc. Non-Employee Directors' Stock 
Option Plan (the "Plan").

     In our capacity as such counsel,  we have examined such  pertinent  records
and documents and matters of law as we have deemed necessary in order to express
the opinions  hereinafter set forth. On the basis thereof, we are of the opinion
that:

     1. The  Company  has been duly  incorporated  and is legally  existing as a
corporation under the laws of the State of Iowa.

     2. When the Registration  Statement  becomes  effective and the Shares have
been  issued and  delivered  as  contemplated  in the Plan,  the Shares  will be
validly issued, fully paid and non-assessable.








     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the use of our name under the heading  "Interests
of Named Experts and Counsel" in Part II of the Registration Statement.

                                          Respectfully submitted,



                                          /s/ William J. Noth
                                          -------------------
                                          William J. Noth
                                          FOR THE FIRM

WJN:dc
encl.