Exhibit 5.1



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



                               September 28, 1999



ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001

Gentlemen:

In  connection  with  the  registration  under  the  Securities  Act of 1933, as
amended,  of 4,016,662 shares of Common Stock, five dollars ($5.00) par value of
ConAgra (the "Common Stock"),  we have examined such corporate records and other
documents, including the registration statement on Form S-3 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.      ConAgra  is  a corporation duly organized and existing under the laws of
        the State of Delaware.

2.      All necessary  corporate action on the part of ConAgra has been taken to
        authorize the registration of the Common Stock by ConAgra, and when sold
        as  contemplated  in the  Registration  Statement,  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/   Guy Lawson
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