Exhibit 5

                             Opinion and Consent of
                               Loreen P. Collins,
                      Legal Counsel of Mycogen Corporation


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February 7, 1997


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
an aggregate of 2,000,000 shares of Common Stock, $.001 par value reserved for
issuance under the Company's 1992 Stock Option Plan, as amended, collectively
(the "Registered Shares").

In connection with this opinion, I have examined, issued and relied upon the
Registration Statement No. 33-5508 and related prospectus filed by the Company
with the Commission on December 9, 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/ LOREEN P. COLLINS
                              ---------------------
                              Loreen P. Collins
                              Legal Counsel


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