EXHIBIT 5



October 29, 2001

Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526

Ladies and Gentlemen:

         In connection with the proposed registration under the Securities Act
of 1933, as amended (the "Securities Act"), by Archer-Daniels-Midland Company, a
Delaware corporation (the "Company"), of $500,000,000 in aggregate principal
amount of Debt Securities of the Company (the "Debt Securities"), proposed to be
issued under an Indenture dated as of June 1, 1986 as amended and supplemented
(the "Indenture") between the Company and The Chase Manhattan Bank, formerly
known as Chemical Bank (as successor to Manufacturers Hanover Trust Company), as
Trustee (the "Trustee"), and of Warrants ("Warrants"), proposed to be issued
under a Warrant Agreement ("Warrant Agreement") between the Company and a
Warrant Agent ("Warrant Agent"), to purchase Debt Securities of the Company
("Warrant Debt Securities"), proposed to be issued under the Indenture, we have
examined such corporate records and other documents, including the Registration
Statement of the Company on Form S-3 to which this opinion is an exhibit
relating to the Debt Securities and the Warrants and the Warrant Debt Securities
(the "Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and 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. When Debt Securities or Warrant Debt Securities of a particular
series have been duly authorized by the Board of Directors of the Company, or a
duly authorized committee thereof, or a duly authorized officer of the Company,
and duly executed by proper officers of the Company and duly authenticated by or
on behalf of the Trustee, when the Registration Statement has become effective
under the Securities Act, and when the Debt Securities of such series have been
issued, delivered and paid for as contemplated in the Registration Statement,
including a prospectus supplement relating to the Debt Securities of such
series, and, in the case of Warrant Debt Securities, the Warrant Debt Securities
of such series have been issued, delivered and paid for as contemplated in the
related Warrant Agreement and Warrants, the Debt Securities or Warrant Debt
Securities of such series will be legally issued, valid and binding obligations
of the Company entitled to the benefits of the Indenture.

         3. When a Warrant Agreement relating to Warrants of a particular series
has been duly executed and delivered by the Company and the Warrant Agent, when
such Warrants and the related Warrant Debt Securities of a particular series
have been duly authorized by the Board of Directors of the Company, or a duly
authorized committee thereof, or a duly





authorized officer of the Company, and Warrant Certificates for such Warrants
have been duly executed by proper officers of the Company and duly countersigned
by the Warrant Agent, when such Registration Statement has become effective
under the Securities Act and when such Warrants and Warrant Certificates have
been issued, delivered and paid for as contemplated in the Registration
Statement, including a prospectus supplement relating to such Warrants, such
Warrants will be legally issued, valid and binding obligations of the Company
entitled to the benefits of the Warrant Agreement.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in any prospectus supplement
to the prospectus constituting a part of the Registration Statement and to the
references to our firm wherever appearing therein.

                                           Very truly yours,



                                           FAEGRE & BENSON LLP