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                                 EXHIBIT 5.1


                           [BRYAN CAVE LETTERHEAD]




                             December 17, 1997


Board of Directors
Conning Corporation
700 Market Street
St. Louis, Missouri  63101

Ladies and Gentlemen:

            We have acted as counsel to Conning Corporation, a Missouri
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 3,437,500 shares of the Company's
common stock, par value $.01 per share (the "Shares"), which have been or may
be issued pursuant to the Company's 1995 Flexible Stock Plan, 1996 Flexible
Stock Plan or 1997 Flexible Stock Plan (the "Plans"), by means of a
registration statement on Form S-8 (the "Registration Statement").

            We have examined originals or copies, certified or otherwise,
identified to our satisfaction of such documents, corporate records,
certificates of public officials and other instruments as we deemed necessary
for the purpose of the opinion expressed herein.  We have assumed the
genuineness of all signatures on all documents examined by us, the
authenticity of all documents submitted to us as originals, and the
conformity to authentic originals of all documents submitted to us as
certified or photostatic copies.  We have also assumed the due authorization,
execution and delivery of all documents.  On the basis of the foregoing, we
are of the opinion that the Shares have been duly and validly authorized for
issuance, and when issued, delivered and paid for in accordance with the
Plans, the Shares will be legally issued, fully paid and non-assessable.

            This opinion is not rendered with respect to any laws other than
The General and Business Corporation Law of the State of Missouri.

            We consent to the filing of this opinion as an exhibit to the
Registration Statement.  We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with such agencies of
such states as you deem necessary in the course of complying with the laws of
such states regarding the offering and sale of the Shares.  In giving this
consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission.

                                    Very truly yours,

                                    /s/ Bryan Cave LLP

                                    BRYAN CAVE LLP