Exhibits 5 and 23(a)

                      Milbank, Tweed, Hadley & McCloy LLP

                                 August 9, 2002

Seminis, Inc.
2700 Camino del Sol
Oxnard, California  93037-7967


            Re:     Registration Statement on Form S-8 of Seminis, Inc. Relating
                    to the Issuance of Shares of Class A Common Stock Pursuant
                    to the Seminis, Inc. 1998 Stock Option Plan, as Amended and
                    Restated

Ladies and Gentlemen:

        We have acted as counsel to Seminis, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, (the "Act") relating to the offering of up to 3,677,150 shares of the
Company's Class A Common Stock (the "Shares") to be issued pursuant to the
provisions of the Seminis, Inc. 1998 Stock Option Plan, as Amended and Restated
(the "Plan"). We have examined such records, documents, statutes and decisions
as we have deemed relevant in rendering this opinion.

        We are of the opinion that when:

        (a)    the applicable provisions of the Act and of State securities or
               blue sky laws shall have been complied with;

        (b)    the Company's Board of Directors shall have duly authorized the
               issuance of the Shares; and

        (c)    the Shares shall have been duly issued and paid for in an amount
               not less than par value of $.01 per share;

the Shares will be legally issued, fully paid and non-assessable.

        We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Commission thereunder.

                                Very truly yours,

                                /s/ Milbank, Tweed, Hadley & McCloy LLP



HSK/MLW