EXHIBIT 5
                                
  OPINION OF WATKINS LUDLAM & STENNIS, P.A. REGARDING LEGALITY
                      TO BE GIVEN AT CLOSING

                                      , 1997





Board of Directors
Stoneville Insurance Company
633 North State Street, Suite 200
Jackson, Mississippi  39202

Gentlemen:

     We have acted as counsel to Stoneville Insurance Company in
connection with the preparation of its Registration Statement on
Form S-4 for registration of a maximum of 650,000 shares of
Common Stock, $1.00 par value, under the Securities Act of 1933. 
Such shares are to be issued pursuant to the Plan and Agreement
of Reorganization and Conversion of Delta Agricultural and
Industrial Trust (the "Plan"), dated as of March 20, 1997.

     We have examined the Plan, the Articles of Incorporation and
the amendments thereto of Stoneville Insurance Company, and such
other documents as we deemed relevant.

     Based on the foregoing, it is our opinion that the maximum
of 650,000 shares of Common Stock of Stoneville Insurance Company
to be registered under the Securities Act of 1933 (i) when issued
pursuant to the Plan will be legally issued, fully paid and non-assessable
shares of Common Stock of Stoneville Insurance
Company; and (ii) such shares which are not issued pursuant to
the Plan, when duly delivered against payment therefor as
contemplated by the Prospectus comprising Part I of the
Registration Statement, will be validly issued, fully paid, and
nonassessable.   

     We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
heading "Legal Matters" and other such locations as it may appear
in the Prospectus comprising Part I of the Registration
Statement.

Sincerely,



WATKINS LUDLAM & STENNIS, P.A.