Exhibit 5



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

                               September 28, 2000

ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102

Gentlemen:

     In connection  with the  registration  under the Securities Act of 1933, as
amended,  of 30,000,000  shares of common stock (the "Common Stock"),  $5.00 par
value,  of  ConAgra  Foods,  Inc.,  a  Delaware   corporation  (the  "Company"),
authorized for issuance pursuant to the ConAgra 2000 Stock Plan (the "Plan"), we
have  examined  such  corporate  records  and  other  documents,  including  the
registration  statement on Form S-8 to be filed with the Securities and Exchange
Commission  relating  to such shares (the  "Registration  Statement"),  and have
reviewed such matters of law as we have deemed necessary for this opinion. Based
on such examination, we advise you that in our opinion:

     1. The Company is a corporation  duly organized and existing under the laws
of the State of Delaware.

     2. Upon the issuance of shares in accordance  with the Plan,  all necessary
corporate  action on the part of the Company  will have been taken to  authorize
the issuance of up to 30,000,000 shares of Common Stock by the Company, and when
issued as contemplated in the Registration Statement and related documents, such
shares will be legally 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/  Guy Lawson
                                          Guy Lawson