McGRATH NORTH MULLIN & KRATZ, PC LLO
                                Attorneys at Law
                        Suite 3700 First National Tower
                    1601 Dodge Street, Omaha, Nebraska 68102
                                  402-341-3070
                                Fax: 402-341-0216



                                              December 13, 2002


ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001


Ladies and Gentlemen:


     ConAgra Foods,  Inc. (the  "Company")  proposes to file with the Securities
and  Exchange  Commission  under  the  Securities  Act of 1933,  as  amended,  a
registration statement on Form S-3 (the "Registration Statement") covering up to
$4,000,000,000  aggregate  maximum offering price of the Company's common stock,
preferred  stock and debt  securities,  which are described in the  Registration
Statement.  In connection with the foregoing, we have examined corporate records
of the Company and such other documents and materials as we considered  relevant
to the opinions set forth below, and have made such  investigation of matters of
law and fact as we have considered appropriate.

     Based on the foregoing, we are of the opinion that:

     1. The Company is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the State of Delaware.

     2. All necessary corporate action on the part of the Company has been taken
to authorize the  registration  of the common stock and  preferred  stock by the
Company,  and when the Company's  Board of Directors,  including any  authorized
committee of the Board,  has taken all necessary  corporate  action to authorize
the issuance of the common stock and  preferred  stock and the terms thereof and
when sold as contemplated in the Registration  Statement and valid  certificates
are delivered against payment thereof, such shares will be legally issued, fully
paid and nonassessable.

     3. The execution and delivery of the indentures (the  "Indentures"),  which
appear as exhibits to the Registration Statement, and the debt securities by the
Company has been duly authorized, and, subject to compliance with the procedures
specified in the Indentures  relating to the authorization of the several series
of debt  securities,  the issuance of the debt securities in such series will be
duly authorized; and when the debt securities of a series has been so authorized
and executed by the Company,  authenticated by the trustee and delivered against
payment  therefor,  the debt securities of such series will  constitute  legally
issued, valid and binding obligations of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and to the use of our name in the section entitled "Legal
Matters" of the Registration Statement.

                                           McGRATH NORTH MULLIN & KRATZ, PC LLO

                                            /s/ Guy Lawson

                                           For the Firm