Harvest States Cooperatives
1667 North Snelling Avenue
St. Paul, MN 55108

         Re:      Registration Statement on Form S-1
                  SEC File No. 333-17865

Ladies and Gentlemen:

         We have acted as counsel to Harvest States Cooperatives, a Minnesota
cooperative (the "Company"), in connection with a Registration Statement on Form
S-1 (the "Registration Statement") relating to the sale by the Company of up to
26,800,000 Equity Participation Units in its Wheat Milling Defined Business Unit
and 15,300,000 Equity Participation Units in its Oilseed Processing and Refining
Defined Business Unit (collectively, the "Equity Participation Units").

         We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials. We have
also assumed that the Equity Participation Units will be issued and sold as
described in the Registration Statement.

         Based on the foregoing, we are of the opinion that the Equity
Participation Units have been duly authorized by all requisite corporate action
and, upon issuance and payment therefor as described in the Registration
Statement, will be validly issued, fully paid and nonassessable.

         Our opinions expressed above are limited to the laws of the State of
Minnesota.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading
"Validity of Units" in the Prospectus constituting part of the Registration
Statement.

Dated: February 7, 1997
                                         Very truly yours,

                                         /s/Dorsey & Whitney LLP

WBP