January 13, 2003

Cenex Harvest States Cooperatives
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077

         Re:      Registration Statement on Form S-2

Ladies and Gentlemen:

         We have acted as counsel to Cenex Harvest States Cooperatives, a
Minnesota cooperative (the "Company"), in connection with a Registration
Statement on Form S-2, File No. 333-101916 (the "Registration Statement"),
relating to the sale by the Company of up to 2,875,000 shares of 8% Cumulative
Redeemable Preferred Stock of the Company (the "Preferred Stock").

         We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials. We have also assumed that the Preferred Stock will be issued and sold
as described in the Registration Statement.

         Based on the foregoing, we are of the opinion that the shares of
Preferred Stock to be sold by the Company pursuant to the Registration Statement
have been duly authorized and, upon payment in full of the price therefor and
upon issuance, as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.

         Our opinions expressed above are limited to the laws of the State of
Minnesota.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.

                                            Very truly yours,

                                            /s/ Dorsey & Whitney



WBP