Exhibit 5

                      MCGRATH, NORTH, MULLIN & KRATZ, P.C.
                       SUITE 1400 ONE CENTRAL PARK PLAZA
                           222 SOUTH FIFTEENTH STREET
                              OMAHA, NEBRASKA 68102
                                  402-341-3070
                                FAX: 402-341-0216


                                 May 1, 2002

Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215

Gentlemen:

         In connection with the registration under the Securities Act of 1933,
as amended, of 1,700,000 shares of common stock (the "Common Stock"), $1.00 par
value, of Valmont Industries, Inc., a Delaware corporation (the "Company"),
authorized for issuance pursuant to the Valmont 2002 Stock Plan (the "Plan"), we
have examined such corporate records and other documents, including the
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission relating to such shares (the "Registration Statement"), and have
reviewed such matters of law as we have deemed necessary for this opinion. Based
on such examination, 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; and

         2.   upon the issuance of shares in accordance with the Plan, all
              necessary corporate action on the part of the Company will have
              been taken to authorize the issuance of up to 1,700,000 shares of
              Common Stock by the Company, and when issued as contemplated in
              the Registration Statement and related documents, such shares will
              be legally issued, fully paid and non-assessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                Yours very truly,

                                MCGRATH, NORTH, MULLIN & KRATZ, P.C.


                                By: /s/ Guy Lawson
                                   ____________________________________
                                   Guy Lawson