Exhibit 5.1

	HUNTON & WILLIAMS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166-0005
	TEL 212 • 309 • 1000
	FAX 212 • 309 • 1100
	FILE NO: 54587.000129
November 4, 2008

Altria Group, Inc.

Philip Morris USA Inc.

6601 West Broad Street

Richmond, Virginia 23230

Re: Legality of Securities to be Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Altria Group, Inc., a Virginia corporation (the “Company”), and Philip Morris USA Inc., a Virginia corporation and a wholly-owned subsidiary of the Company (the “Guarantor”), in connection with the registration of an indeterminate amount of debt securities of the Company (the “Debt Securities”), guarantees of the Debt Securities (the “Guarantees”) by the Guarantor and warrants to purchase debt securities (the “Debt Warrants” and, together with the Debt Securities and the Guarantees, the “Securities”), as set forth in the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company and the Guarantor on the date hereof with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”). The Debt Securities will be offered pursuant to an Indenture (the “Indenture”), dated as of November 4, 2008, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Guarantees will be issued pursuant to the Indenture as evidenced by a guarantee agreement (the “Guarantee Agreement”) made by the Guarantor in favor of the Trustee. The Debt Warrants will be issued pursuant to one or more debt warrant agreements (each, a “Debt Warrant Agreement”) to be entered into between the Company and a bank or trust company, as debt warrant agent, as set forth in the applicable prospectus supplement relating to the particular issuance of Debt Warrants. The Securities are to be issued in one or more series and will be offered on a continuous or delayed basis pursuant to Rule 415 of the Act, from time to time as set forth in the Registration Statement, the prospectus contained therein (the “Prospectus”) and any amendments or supplements thereto.

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

ATLANTA    AUSTIN    BANGKOK    BEIJING    BRUSSELS    CHARLOTTE    DALLAS    HOUSTON     LONDON    LOS ANGELES

McLEAN    MIAMI     NEW YORK    NORFOLK    RALEIGH    RICHMOND    SAN FRANCISCO    SINGAPORE    WASHINGTON

www.hunton.com

Altria Group, Inc.

November 4, 2008

Page 2

We have examined originals or reproductions or certified copies of such records of the Company and the Guarantor, certificates of officers of the Company and the Guarantor and of public officials and such other documents as we have deemed relevant and necessary for the purpose of rendering this opinion, including, among other things:

(i) the Articles of Amendment to the Restated Articles of Incorporation of the Company and the Restated Articles of Incorporation of the Company;

(ii) the By-laws, as amended, of the Company;

(iii) the Articles of Amendment of the Amended and Restated Articles of Incorporation of the Guarantor and Amended and Restated Articles of Incorporation of the Guarantor;

(iv) the Amended and Restated By-laws of the Guarantor;

(v) the resolutions of the Board of Directors of the Company authorizing the registration of the Debt Securities and the Debt Warrants;

(vi) the resolutions of the Board of Directors of the Guarantor authorizing the registration of the Guarantees;

(vii) the Registration Statement, the Prospectus contained therein and the documents incorporated therein by reference;

(viii) the Indenture;

(ix) the form of Debt Securities filed as an exhibit to the Registration Statement; and

(x) the form of Guarantee Agreement filed as an exhibit to the Registration Statement.

For purposes of the opinions expressed below, we have assumed: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the due authorization, execution and delivery of documents by the Company and the Guarantor and the validity, binding effect and enforceability thereof upon the Company and the Guarantor).

Altria Group, Inc.

November 4, 2008

Page 3

We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the federal laws of the United States of America.

Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:

1. The Debt Securities, when issued in accordance with the terms thereof and of the Indenture, will be the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

2. The Guarantees, when issued in accordance with the terms thereof, the Indenture and the applicable Guarantee Agreement, will be valid, binding and enforceable obligations of the Guarantor.

3. The Debt Warrants, when issued in accordance with the terms thereof and of the applicable Debt Warrant Agreement, will be the valid, binding and enforceable obligations of the Company.

The opinions set forth above are subject to the qualification that the validity and enforcement of the Company’s obligations under the Indenture, the Debt Securities, any Debt Warrant Agreement and the Debt Warrants and the Guarantor’s obligations under the Guarantees and the underlying Guarantee Agreement may be subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance and any implied covenant of good faith and fair dealing.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to statements referring to our firm under the caption “Legal Matters” in the Prospectus that forms a part of the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of

Altria Group, Inc.

November 4, 2008

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the date hereof and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

Very truly yours,

/s/ Hunton & Williams LLP