<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>k60488ex5-1.txt
<DESCRIPTION>OPINION OF COMPANY'S EXECUTIVE VICE PRESIDENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5.1

                        [LETTERHEAD OF KELLOGG COMPANY]

                                                               February 21, 2001

Kellogg Company
One Kellogg Square
Battle Creek, Michigan  49016-3599

         RE:     1,300,000 Shares of common stock, $.25
                 par value, of Kellogg Company

Dear Sir or Madam:

         I refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Kellogg Company (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 1,300,000 shares of common
stock, $.25 par value (the "Shares"), of the Company which may be issued
pursuant to the Kellogg Company Non-Employee Director Stock Programs (the
"Program").

         I am familiar with the proceedings to date with respect to the Program
and the proposed issuance and sale of the Shares and have examined such records,
documents and questions of law, and I am satisfied as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.

         Based on the foregoing, I am of the opinion that:

         1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.

         2. The Shares will be, as and when issued in accordance with the terms
and conditions of the Program against payment in full of the purchase price
therefor, legally issued, fully paid and non-assessable under the Delaware
General Corporation Law.

         I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Shares.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                               Very truly yours,



                                           /s/ Janet Langford Kelly
                               -------------------------------------------------
                               Janet Langford Kelly
                               Executive Vice President - Corporate Development,
                               General Counsel and Secretary of Kellogg Company



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</DOCUMENT>
