EX 5.1

[LETTERHEAD]



July 28, 1997

American Crystal Sugar Company
101 North Third Street
Moorhead, Minnesota 56560-10990

Dear Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act of 
1933, as amended, of 500 shares of Common Stock, par value $10.00 per share, 
and 61,500 shares of Preferred Stock, par value $76.77 per share, of American 
Crystal Sugar Company (the "Company") proposed to be sold by the Company, we 
have examined such corporate records and other documents, including the 
Registration Statement on Form S-1 relating to such shares (the "Registration 
Statement"), and have reviewed such matters of law as we have deemed relevant 
hereto and we advise you that, in our opinion:

          1.   The Company is a corporation duly incorporated and existing 
     under the laws of the State of Minnesota.

          2.   All necessary corporate action has been taken to authorize the 
     issuance and sale of the shares of Common Stock and Preferred Stock by 
     the Company and when issued and sold in the manner contemplated by the
     Registration Statement, such shares will be legally and validly issued.

We consent to the filing of this opinion as an exhibit to the Registration 
Statement.

Very truly yours,

DOHERTY RUMBLE & BUTLER
PROFESSIONAL ASSOCIATION

By /s/ RONALD D. McFALL
   --------------------
     Ronald D. McFall