Exhibit 5.1

                      McGrath, North, Mullin & Kratz, P.C.
                           1400 One Central Park Plaza
                              222 South 15th Street
                              Omaha, Nebraska 68102
                                 (402) 341-3070

                                November 3, 2000

ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001

Ladies and Gentlemen:

     ConAgra Foods,  Inc. (the  "Company")  proposes to file with the Securities
and  Exchange  Commission  under  the  Securities  Act of 1933,  as  amended,  a
registration statement on Form S-3 (the "Registration Statement") covering up to
$2,000,000,000  aggregate  maximum offering price of the Company's common stock,
preferred  stock and debt  securities,  which are described in the  Registration
Statement.  In connection with the foregoing, we have examined corporate records
of the Company and such other documents and materials as we considered  relevant
to the opinions set forth below, and have made such  investigation of matters of
law and fact as we have considered appropriate.

     Based on the foregoing, we are of the opinion that:

     1. The Company is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the State of Delaware.

     2. All necessary corporate action on the part of the Company has been taken
to authorize the  registration  of the common stock and  preferred  stock by the
Company,  and when sold as  contemplated  in the  Registration  Statement,  such
shares will be legally issued, fully paid and nonassessable.

     3. The  Company  has  full  corporate  power to  execute  and  deliver  the
indentures  (the  "Indentures"),  the forms of which  appear as  exhibits to the
Registration Statement, and the debt securities.

     4. The  execution  and delivery of the  Indentures  by the Company has been
duly authorized, and, subject to compliance with the procedures specified in the
Indentures  relating  to  the  authorization  of  the  several  series  of  debt
securities,  the  issuance  of the debt  securities  in such series will be duly
authorized;  and when the debt securities of a series has been so authorized and
executed by the  Company,  authenticated  by the trustee and  delivered  against
payment  therefor,  the debt securities of such series will  constitute  legally
issued, valid and binding obligations of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and to the use of our name in the section entitled "Legal
Matters" of the Registration Statement.

                                        Very truly yours,

                                        McGRATH, NORTH, MULLIN & KRATZ, P.C.

                                        /s/  Guy Lawson
                                        For the Firm