EXHIBIT 5.1

         OPINION OF VICE PRESIDENT AND GENERAL COUNSEL OF THE COMPANY

April 19, 1995

Mycogen Corporation 
5501 Oberlin Drive 
San Diego CA 92121

Ladies and Gentlemen:

I have acted as counsel to Mycogen Corporation, a Delaware corporation (the
"Company") in connection with the issuance and sale, and subsequent
registration, of 153,846 shares of Common Stock (the "Common Stock") as
described in the Company's Registration Statement on Form S-3 ("Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

In connection with this opinion, I have examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation, as amended, the Company's bylaws, as amended, and the originals,
or copies certified to my satisfaction, of such records, documents,
certificates, memoranda and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. It is my opinion
that the Common Stock has been duly authorized, validly issued, fully paid and
nonassessable.

I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.

Very truly yours,

/s/ Carlton J. Eibl
Carlton J. Eibl



                                  EXHIBIT 5.1