EXHIBIT 5.1


                   [LETTERHEAD OF WISE CARTER CHILD & CARAWAY]

                                  March 2, 2005

Sanderson Farms, Inc.
Post Office Box 988
Laurel, Mississippi 39441

Gentlemen:

         We have acted as corporate counsel to Sanderson Farms, Inc., a
Mississippi corporation (the "Corporation"), in connection with review of the
Registration Statement on Form S-8 as prepared by special securities counsel, to
be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, relating to the registration of
1,125,000 shares (the "Shares") of the common stock, par value $1.00 per share
(the "Common Stock"), of the Corporation which may be issued from time to time
upon the exercise of options granted or which may be granted by the Corporation
pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan (the
"Plan").

         In rendering this opinion, we have examined (i) the Articles of
Incorporation and By-Laws, both as amended, of the Corporation (ii) the Plan and
the forms of agreements pertaining thereto; (iii) minutes and records of the
corporate proceedings of the Corporation with respect to the adoption of the
Plan and the issuance of the Shares or options pursuant thereto; (iv)
certificates of certain officers and directors of the Corporation; and (v) such
other documents as we have deemed relevant or necessary as a basis for the
opinions expressed herein. In all such examinations, we have assumed the
genuineness of all signatures and the conformity to originals of all copies
submitted to us as certified, conformed or reproduction copies. As to various
questions of fact material to the opinions hereinafter expressed, we have relied
upon representations to us by officers and directors of the Corporation or its
agents and upon the correctness of the factual representations made in minutes
and records of corporate proceedings, without independent investigation or
verification of the accuracy of any such representations.

         Based upon and subject to the foregoing, in reliance thereon and having
due regard for such legal considerations as we deem relevant, we are of the
opinion that the 1,125,000 shares of common stock covered by the Registration
Statement which may be issued from time to time upon the exercise of options
granted or which may be granted under the Plan in accordance with actions duly
taken by the Board of Directors, as administrator of the Plan, have been duly
authorized for issuance by the Corporation in accordance with the Plan, and,
when so issued in accordance with the terms and conditions of the Plan and upon
valid exercise of options validly granted pursuant to the Plan, will be validly
issued, fully paid and non-assessable.

         We are admitted to practice only in the State of Mississippi. We
express no opinion as to the laws of any jurisdiction other than Mississippi and
we do not express any opinion, either





implicitly or otherwise, on any issue not expressly set forth herein.

         This letter is issued solely for your benefit and the benefit of your
stock option grantees and only in connection with the transactions described
herein. We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement, but this
opinion letter may not be otherwise used, circulated, relied upon, quoted or
referred to by any other person or entity or for any other purpose without our
prior written consent.



                                         Sincerely yours,

                                         /s/ Henry E. Chatham, Jr.

                                         Henry E. Chatham, Jr.