EXHIBIT 5.1
                                                              -----------


   Christopher J. Zinski
   Direct Dial: (312) 258-5548



                                July 24, 1997




   Board of Directors
   LDF, Inc.
   4343 North Elston Avenue
   Chicago, Illinois   60641

   Gentlemen:

             We refer to the proposed issuance and exchange of 286,806
   shares of Common Stock, $1.00 par value (the "Shares"), of LDF, Inc.,
   a Delaware corporation (the "Company"), and to the Form S-4
   Registration Statement relating to the Shares (the "Registration
   Statement") that the Company proposes to file with the Securities and
   Exchange Commission under the Securities Act of 1933 (the "Act").  The
   Shares will be issued in connection with a plan of reorganization
   involving the merger of Interim Savings Bank, FSB ("Interim"), a
   newly-formed federal savings bank, with and into Labe Federal Bank for
   Savings, Chicago, Illinois ("Labe Federal"), whereby Labe Federal will
   become a wholly-owned subsidiary of the Company.  Pursuant to the
   proposed Merger Agreement between Labe Federal Bank for Savings and
   Interim Savings Bank, FSB Under the Charter of Labe Federal Bank for
   Savings and joined in by LDF, Inc. (the "Merger Agreement"), the
   stockholders of Labe Federal will exchange their shares of Common
   Stock of Labe Federal on a share-for-share basis for the Common Stock
   of the Company, as more fully described in the Registration Statement. 

             We are familiar with the proceedings to date with respect to
   the proposed issuance and exchange of the Shares and have examined
   such records, documents and matters of fact as we have considered
   relevant for purposes of this opinion.  

             Based upon such examination, we are of the opinion that the
   Shares will be legally issued, fully paid and non-assessable when:  

        (a)  the Registration Statement, as then amended, shall have
        become effective under the Act;


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   Board of Directors
   LDF, Inc.
   July 24, 1997
   Page 2


        (b)  the Merger Agreement shall have been duly authorized,
        executed and delivered by the Company, Labe Federal and Interim;
        and,

        (c)  the Shares shall have been issued and exchanged as
        contemplated in the Registration Statement and in accordance with
        the terms and conditions of the Merger Agreement.  

             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 caption "Legal Matters" in the Prospectus constituting a part of
   the Registration Statement.  

                                      Very truly yours,

                                      SCHIFF HARDIN & WAITE



                                      By: /s/ Christopher J. Zinski
                                         --------------------------------
                                           Christopher J. Zinski
   CJZ:pk