EXHIBIT 5
 
 
                        Opinion and Consent of Waring Cox
 
 

 
 
                              (Company Letterhead)
 
 
                                January 30, 1997
 
Delta and Pine Land Company
One Cotton Row
Scott, MS  38772
 
                        Re: 1995 Long-term Incentive Plan
 
Gentlemen:
 
         We have  acted as counsel  to Delta and Pine Land  Company,  a Delaware
Corporation  (the  "Company"),  in connection  with the  Company's  Registration
Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities
Act of 1933, as amended, relating to the Company's 1995 Long-term Incentive Plan
(the  "Plan").  This  opinion  is being  furnished  in  response  to Item 601 of
Regulation S-K and the instructions to Form S-8.
 
         We are  familiar  with the  proceedings  to date  with  respect  to the
proposed  offering and have examined such records,  documents and matters of law
and  satisfied  ourselves  as to such  matters  of  fact  as we have  considered
relevant for purposes of this opinion.
 
         On the basis of the foregoing, we are of the opinion that:
 
         1. The Company is a corporation  duly  organized and existing under the
laws of the State of Delaware and is duly authorized to carry on the business in
which it is engaged.
 
         2. The Plan has been duly and validly  authorized and adopted,  and the
1,440,000  shares of Common Stock of the Company,  $.10 par value (the "Shares")
that may be  issued  and sold from time to time  upon the  exercise  of  options
granted in accordance  with the Plan have been duly  authorized for issuance and
will when  issued,  sold and paid for in  accordance  with the Plan,  be validly
issued, fully paid and non-assessable.
 
         We do not purport to cover  herein the  application  of the  securities
laws of various states to sales of the Shares.
 
         We  hereby  consent  to the use of the  opinion  as an  exhibit  to the
Registration Statement.
 
                                                         Very truly yours,
 
                                                       /s/  Waring Cox, PLC
                                                            Waring Cox, PLC