EXHIBIT 5

                             Opinion and Consent of
                                Carlton J. Eibl,
          President and Chief Operating Officer of Mycogen Corporation

 
February 9, 1996


Mycogen Corporation
5501 Oberlin Drive
San Diego, CA   92121

Ladies and Gentlemen:

     I have acted as counsel to Mycogen Corporation, a California corporation,
(the "Company") with respect to certain matters in connection with the filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") for
(i) an aggregate of 250,000 shares of Common Stock, $.001 par value, reserved
for issuance under the Company's 1995 Employee Stock Purchase Plan (the
"Registered Shares").

     In connection with this opinion, I have examined, issued and relied upon
the Registration Statement No. 0-15881 on Form 8-A filed by the Company with the
Commission on May 7, 1992, the Company's Articles of Incorporation and 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 is necessary or appropriate to enable me to render the opinion
expressed below.

     On the basis of the foregoing, and in reliance thereon, I am of the opinion
that the Registered Shares, when sold and issued in accordance with the
Registration Statement and related prospectus, will be validly issued, fully
paid and nonassessable.

     I consent to the filing of this opinion as Exhibit 5 to this Registration
Statement.

                              Very truly yours,

                               /s/ Carlton J. Eibl

                              Carlton J. Eibl
                              President and Chief Operating Officer