Exhibit 5.1

       [Letterhead of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC]


April 4, 2006

Delta and Pine Land Company
One Cotton Row
Scott, MS 38772

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Delta and Pine Land Company, a Delaware corporation
(the "Company"),  in connection with the Registration Statement on Form S-8 (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission  under the Securities Act of 1933, as amended,  with respect to up to
1,000,000  shares of the Company's  common stock, par value $0.10 per share (the
"Shares"),  issuable  or to be held  under  the terms of the  Company's  Defined
Contribution Plan as referenced in the Registration Statement (the "Plan").

In  connection  therewith,   we  have  relied  upon,  among  other  things,  our
examination of the  Certificate of  Incorporation  and bylaws of the Company and
such other documents,  records of the Company,  and certificates of its officers
and public  officials,  as we have deemed  necessary for purposes of the opinion
expressed below.

Based upon the foregoing,  and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that:

     (i) The Company is duly incorporated, validly existing and in good standing
     under the laws of the State of Delaware; and

     (ii) The  Shares  covered  by the  Registration  Statement  have  been duly
     authorized  for issuance  and, when issued or held pursuant to the terms of
     the Plan, will be legally issued, fully paid and nonassessable.

This opinion is furnished to you solely for your benefit in connection  with the
filing of the Registration  Statement and is not to be used, quoted or otherwise
referred to for any other purpose without our prior written  consent.  We hereby
consent to the filing of this  opinion as Exhibit  5.1 to, and to the use of our
name in, the Registration Statement.

Very truly yours,

BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC


By: /s/ Sam D. Chafetz
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Sam D. Chafetz, Esq.