Exhibit 5.1


                      McGrath, North, Mullin & Kratz, P.C.
                        Suite 1400 One Central Park Plaza
                           222 South Fifteenth Street
                              Omaha, Nebraska 68102
                                 (402) 341-3070

                                  June 30, 2000

ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001

Ladies and Gentlemen:

         We have acted as counsel  for  ConAgra,  Inc.,  a Delaware  corporation
("ConAgra"), in connection with the proposed merger of International Home Foods,
Inc., a Delaware corporation  ("International Home Foods"), with CAG Acquisition
Sub,  Inc.,  a  Delaware  corporation  and  wholly-owned  subsidiary  of ConAgra
("Merger  Sub"),  with  Merger  Sub  being  the  surviving   corporation  and  a
wholly-owned subsidiary of ConAgra (the "Merger"),  pursuant to an Agreement and
Plan of Merger dated June 22, 2000 among ConAgra,  International  Home Foods and
Merger Sub (the "Merger Agreement").

         We have examined such corporate records and other documents,  including
the  registration  statement on Form S-4 (the  "Registration  Statement")  to be
filed with the Securities and Exchange  Commission relating to shares of ConAgra
common  stock,  par value $5.00 per share (the  "Common  Stock") to be issued by
ConAgra in  connection  with the Merger and have reviewed such matters of law as
we have deemed necessary for this opinion.

         Based upon the foregoing,  we are of the opinion that under the laws of
the State of  Delaware,  pursuant  to which  ConAgra is  incorporated,  upon the
issuance  of the  shares of  Common  Stock in  accordance  with the terms of the
Merger Agreement after the Registration Statement becomes effective, such shares
of  Common  Stock  will be duly  authorized,  validly  issued,  fully  paid  and
nonassessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                         Yours very truly,

                                         McGRATH, NORTH, MULLIN &
                                          KRATZ, P.C.

                                         By:  /s/  David L. Hefflinger
                                               For the Firm