Exhibit 5


                      [Letterhead of Ogden Newell & Welch]

                                October 23, 1997



Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky  40210

     Re:  Brown-Forman Corporation Non-Employee Director Compensation Plan
          Award of Stock Options
          Registration Statement on Form S-8
 
Dear Sirs:

     We are acting as counsel for Brown-Forman Corporation, a Delaware
corporation (the "Company") in connection with its registration under the
Securities Act of 1933, as amended, of stock options ("Options") which are
proposed to be granted pursuant to the Company's Non-Employee Director
Compensation Plan (the "Plan"), and pursuant to the Company's Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") with respect to the
Options.

     In rendering this opinion, we have examined instruments, documents, and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the documents.

     It is our opinion that:

 
          (a) the Options issued pursuant to the Plan will be legally and
     validly issued, fully paid and non-assessible; and

          (b) the shares to be received upon the proper exercise of the Options
     ("Option Shares") pursuant to the Plan will have been duly authorized and,
     subject to the effectiveness of the Registration Statement and compliance
     with applicable state securities laws, will be legally and validly issued,
     fully paid and non-assessible.

     Insofar as this opinion relates to securities to be issued in the future,
we have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance shall be the same as such laws, rules and regulations are
in effect as of the date hereof.

     It should be noted that nothing in this opinion is intended to apply to any
disposition of the Options or the Option Shares which any participant in the
Plan may propose to make.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and as an exhibit to any filing made by the Company under the
Securities or "Blue Sky" laws of any state or jurisdiction.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely upon it. This opinion is rendered to you as of the date hereof,
and we undertake no obligation to advise you of any change, whether legal or
factual.


                              Very truly yours,

                              /s/ Ogden Newell & Welch

                              OGDEN NEWELL & WELCH

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