EXHIBIT 5

          [GOODSILL ANDERSON QUINN & STIFEL LETTERHEAD]


                          July 23, 1999



Castle & Cooke, Inc.
10900 Wilshire Boulevard
Los Angeles, CA  90024


Ladies and Gentlemen:

          This opinion is rendered in connection with the
filing by Castle & Cooke, Inc., a Hawaii corporation (the
"Company") of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended, covering an additional 1,000,000 shares of
Common Stock, no par value (the "Shares") of the Company to
be issued pursuant to the Castle & Cooke, Inc. Amended and
Restated 1995 Stock Option and Award Plan as amended
effective February 9, 1999 (the "Plan").

          In connection with the filing of the Registration
Statement, we have examined the Registration Statement and,
for purposes of this opinion, we have assumed that it has
become effective.  We have also examined the Plan and such
corporate and other records, certificates and documents and
such matters of fact and law as we have deemed necessary or
appropriate as a basis for the opinion hereinafter
expressed.  We are members of the Bar of the State of Hawaii
and, for purposes of this opinion, do not hold ourselves out
as experts on the laws of any jurisdiction other than the
laws of the State of Hawaii.  This opinion is limited in all
respects to matters governed by the laws of the State of
Hawaii.

          Based upon the foregoing, we are of the opinion
that, when the Shares are issued and paid for as
contemplated in the Registration Statement and in accordance
with the applicable resolutions adopted by the Company's
board of directors and appropriate Committee action under
the Plan, and with the provisions of the Plan and relevant
agreements duly authorized by and completed in accordance
with the terms of the Plan, said Shares will be validly
issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as
Exhibit 5 of the Registration Statement.  In giving such
consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the
Act.  This opinion may not be furnished or quoted to, or
relied upon, by any person for any purpose, without our
prior written consent.

                       Very truly yours,


                       /s/  GOODSILL ANDERSON QUINN & STIFEL