1
                                                                EXHIBIT 5.2
                        [MAUN & SIMON PLC LETTERHEAD]



                                 March 17, 1997


Reply to:  Minneapolis
Writer's Direct Dial: (612) 904-7402



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C.  20549

         Re:     Michael Foods, Inc. Incentive and Non-Qualified Stock Option
                 Plans

Gentlemen:

         We are counsel to Michael Foods, Inc., a Minnesota corporation (the
"Company").  In such capacity, we have represented the Company and its
predecessor in connection with the registration on Form S-8 (the "Registration
Statement") of a total of 2,332,700 shares of the Company's common stock, $.01
par value (the "Shares").  Said Shares will be issued to key employees of the
Company and its subsidiaries upon the exercise of options granted pursuant to
the Company's Incentive and Non-Qualified Stock Option Plans (the "Plans").

         In rendering this opinion, we have reviewed the Company's previous
Registration Statements on Form S-8 relating to shares issuable upon exercise
of options granted under the Plans, the Amended and Restated Articles of
Incorporation and the Bylaws of the Company, as amended, records and
proceedings of the shareholders and Board of Directors of the Company, the
Plans and such other corporate records, certificates and other documents as we
have deemed necessary as a basis of the opinion hereinafter expressed.

         Based upon the foregoing, we are of the opinion that, upon exercise of
the options granted pursuant to the Plans and issuance and sale in the manner
described in the Registration Statement and the Plans, the Shares covered by
the Registration Statement will be duly and validly issued, fully paid, and
nonassessable.

         We also consent to the use of this opinion in the Registration
Statement.  In giving such consent, we do not hereby admit that we come within
the category of persons whose consent is required.

                                        Very truly yours,

                                        MAUN & SIMON, PLC


                                        By: /s/ Philip T. Colton
                                            ---------------------
                                           Philip T. Colton
                                           a member