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











                                 May 5, 1999
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154

Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended, of 1,700,000 shares of common stock (the "Common Stock"),  $1.00 par
value, of Valmont  Industries,  Inc., a Delaware  corporation  (the  "Company"),
authorized  for issuance  pursuant to the Valmont 1999 Stock Plan (the  "Plan"),
and an  additional  25,000  shares  which  may be  issued  from  time to time to
non-employee  consultants,  we have  examined such  corporate  records and other
documents, including the registration statement on Form S-8 to be filed with the
Securities and Exchange  Commission  relating to such shares (the  "Registration
Statement"),  and have reviewed such matters of law as we have deemed  necessary
for this opinion. Based on such examination, we advise you that in our opinion:

         1. The Company is a corporation  duly  organized and existing under the
laws of the State of Delaware.

         2.  Upon the  issuance  of  shares in  accordance  with the  Plan,  all
necessary  corporate  action on the part of the Company  will have been taken to
authorize the issuance of up to 1,700,000 shares of Common Stock by the Company,
and when  issued as  contemplated  in the  Registration  Statement  and  related
documents, such shares will be legally issued, fully paid and nonassessable.

         3. Upon the issuance of shares to non-employee  consultants pursuant to
specific  authorization  by the  Board of  Directors  of the  Company  or a duly
authorized  committee  of the  Board  of  Directors  in  each  specific  case of
issuance,  all necessary  corporate  action on the part of the Company will have
been taken to authorize  the issuance of up to 25,000  shares of common stock of
the Company to such non-employee consultants, and when issued as contemplated in
the registration  statement and related  documents,  such shares will be legally
issued, fully paid and nonassessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                           Yours very truly,

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

                                      By:  /s/ DAVID L. HEFFLINGER

                                           David L. Hefflinger