Exhibit 5.23



                                   June 27, 2002


Ralcorp  Holdings,  Inc.
800  Market  Street
Suite  2900
St.  Louis,  MO  63101

Re:  Registration  Statement  on  Form  S-8  Relating  to  2,135,136
     Shares  of  Common  Stock,  Par  Value  $.01  Per  Share,  To  Be
     Issued  Pursuant  to  the  Ralcorp Holdings, Inc. 2002 Incentive Stock Plan

Gentlemen:

I  am  Vice  President  and  General  Counsel  of  Ralcorp  Holdings,  Inc. (the
"Company")  and  have  represented  the  Company  in connection with the Ralcorp
Holdings,  Inc.  Incentive  Stock  Plan  (the  "Plan").  I  have  examined  such
documents, records and matters of law as I have deemed necessary for purposes of
this  opinion  letter,  and  based  thereupon  I  am  of  the  opinion  that:

(1)  The shares of Common Stock that may be issued pursuant to the Plan will be,
     when  issued  in accordance with the Plan, duly authorized, validly issued,
     fully  paid  and  nonassessable.

(2)  The  participations  in the Plan to be extended to participants in the Plan
     will  be,  when  extended  in  accordance  with  the  Plan, validly issued.

I  consent to the filing of this Opinion with the Plan's Registration Statement.



                                   Sincerely,


                                     /s/ Robert W. Lockwood
                                   -----------------------------------
                                   Robert  W.  Lockwood
                                   Vice  President,  General  Counsel
                                   and  Secretary