Exhibit 5.1


                               June 26, 2002

The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674

Ladies and Gentlemen:

      I am Assistant General Counsel of The Dow Chemical Company, a
Delaware corporation (the "Company"). I have supervised the legal and
corporate proceedings of the Company in connection with the proposed
issuance from time to time of up to an aggregate amount of U.S.
$1,500,000,000 of the following types of securities:

     1. the Company's common stock, par value $2.50 per share (the
"Common Stock");

     2. the Company's preferred stock, par value $1.00 per share (the
"Preferred Stock");

     3. warrants to purchase Common Stock (the "Common Stock Warrants"),
which would be issued under a stock warrant agreement to be entered into
between the Company and a warrant agent selected by the Company (the
"Common Stock Warrant Agreement");

     4. warrants to purchase Preferred Stock (the "Preferred Stock
Warrants"), which would be issued under a stock warrant agreement to be
entered into between the Company and a warrant agent selected by the
Company (the "Preferred Stock Warrant Agreement");

     5. the Company's debt securities (the "Debt Securities"), which would
be issued under an Indenture, dated as of April 1, 1992, as supplemented by
a Supplemental Indenture, dated as of January 1, 1994, a Second
Supplemental Indenture, dated as of October 1, 1999, and a Third
Supplemental Indenture, dated as of May 15, 2001, between the Company and
Bank One Trust Company, NA (formerly, The First National Bank of Chicago),
as trustee (collectively, the "Indenture"); and

     6. warrants to purchase Debt Securities (the "Debt Securities
Warrants"), which would be issued under a debt warrant agreement to be
entered into between the Company and a warrant agent selected by the
Company (the "Debt Warrant Agreement") (the Common Stock, Preferred Stock,
Common Stock Warrants, Preferred Stock Warrants, Debt Securities and Debt
Securities Warrants may be referred to collectively as, the "Company
Securities").

     The Company's board of directors has taken and will take from time to
time corporate action relating to the issuance of the Company Securities
(the "Corporate Proceedings"). Certain terms of the Common Stock Warrants,
Preferred Stock Warrants, Debt Securities and Debt Securities Warrants may
be established by certain officers of the Company who will be authorized by
the Corporate Proceedings. In rendering the opinions expressed below, I
have supervised the examination of (a) the Restated Certificate of
Incorporation of the Company and all amendments thereto; (b) the Bylaws of
the Company and all amendments thereto; (c) the Form S-3 Registration
Statement pursuant to which the Company Securities are to be registered
under the Securities Act of 1933, as amended; (d) resolutions of the board
of directors of the Company; and (e) such other documents, corporate
records and instruments as I have deemed necessary or advisable for the
purpose of this opinion.

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     Based on the foregoing, and subject to the qualifications hereinafter
set forth, it is my opinion that:

     1. The Common Stock to be issued is duly authorized for issuance and,
upon completion of the Corporate Proceedings, when issued and delivered in
accordance with such Corporate Proceedings will be legally issued, fully
paid and nonassessable;

     2. The Preferred Stock to be issued is duly authorized for issuance and,
upon completion of the Corporate Proceedings, when issued and delivered in
accordance with such Corporate Proceedings will be legally issued, fully
paid and nonassessable;

     3. The Common Stock to be issued upon exercise of the Common Stock
Warrants, when issued and delivered in accordance with the Corporate
Proceedings and the Common Stock Warrant Agreement, will be legally issued,
fully paid and nonassessable;

     4. The Preferred Stock to be issued upon exercise of the Preferred
Stock Warrants, when issued and delivered in accordance with the Corporate
Proceedings and the Preferred Stock Warrant Agreement, will be legally
issued, fully paid and non-assessable;

     5. Assuming the proper execution of the Indenture by all required
signatories other than the Company, the Indenture is a valid and binding
instrument and, upon the completion of the Corporate Proceedings and the
authentication, sale and delivery of the Debt Securities, the Debt
Securities will be legal, valid and binding obligations of the Company,
entitled to the benefits of the Indenture, including such terms as are
established pursuant to the Corporate Proceedings (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general principles of equity);

     6. Assuming the proper execution of the Common Stock Warrant Agreement
by all required signatories other than the Company, upon execution of the
Common Stock Warrant Agreement by all required signatories, the Common
Stock Warrant Agreement will be a valid and binding instrument and, upon
the completion of the Corporate Proceedings and the authentication, sale
and delivery of the Common Stock Warrants, the Common Stock Warrants will
be legal, valid and binding obligations of the Company, entitled to the
benefits of the Common Stock Warrant Agreement, including such terms as are
established pursuant to the Corporate Proceedings (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general principles of equity);

     7. Assuming the proper execution of the Preferred Stock Warrant
Agreement by all required signatories other than the Company, upon
execution of the Preferred Stock Warrant Agreement by all required
signatories, the Preferred Stock Warrant Agreement will be a valid and
binding instrument and, upon the completion of the Corporate Proceedings
and the authentication, sale and delivery of the Preferred Stock Warrants,
the Preferred Stock Warrants will be legal, valid and binding obligations
of the Company, entitled to the benefits of the Preferred Stock Warrant
Agreement, including such terms as are established pursuant to the
Corporate Proceedings (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and to
general principles of equity); and



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     8. Assuming the proper execution of the Debt Warrant Agreement by all
required signatories other than the Company, upon execution of the Debt
Warrant Agreement by all required signatories, the Debt Warrant Agreement
will be a valid and binding instrument and, upon the completion of the
Corporate Proceedings and the authentication, sale and delivery of the Debt
Warrants, the Debt Warrants will be legal, valid and binding obligations of
the Company, entitled to the benefits of the Debt Warrant Agreement,
including such terms as are established pursuant to the Corporate
Proceedings (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity).

     I am admitted to practice law in the State of Michigan, and I do not
purport to be an expert on, or to express any opinion concerning, matters
under or involving any law other than the law of the State of Michigan, the
General Corporation Law of the State of Delaware and applicable federal law
of the United States of America. For purposes of any opinion with respect
to documents governed, or to be governed, by New York or any other state
law, I have assumed that the law of the State of Michigan is identical to
the law of the State of New York or such other state. The opinions
expressed in this letter are based upon the laws in effect on the date
hereof, and I assume no obligation to revise or supplement this opinion
should such laws be changed by legislative action, judicial decision, or
otherwise.

     I hereby consent to the filing of this opinion as an exhibit to the
Company's Form S-3 Registration Statement and to the reference to me under
the caption "Legal Matters" in the Registration Statement.

                                       Very truly yours,



                                       /s/ Charles J. Kalil
                                       -------------------------
                                       Charles J. Kalil
                                       Assistant General Counsel














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