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



                                  July 20, 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 150,000 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 Employee Retirement Savings Plan
(the  "Plan"),  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 150,000  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.

         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