
<PAGE>
                                                                      Exhibit 5
                               LATHROP & GAGE L.C.
                                   LAW OFFICES

2345 Grand Boulevard                                     1050/40 Corporate Woods
Suite 2500                                             9401 Indian Creek Parkway
Kansas City, Missouri 64108-2684                Overland Park, Kansas 66210-2007
816-292-2000, Fax 816-292-2001                    816-292-2000, Fax 913-451-0875
                                 John H. Calvert
                                  816-460-5807
              jcalvert@lathropgage.com or 72741.3656@compuserve.com

                                   May 4, 1998

Board of Directors
Midwest Grain Products, Inc.
1300 Main Street,
P.O. Box 130
Atchison Mission, Kansas 66002

Gentlemen,

     This relates to the legality of the shares of Midwest Grain  Products,  Inc
(the "Company")  common stock,  no par value, to be distributed  pursuant to the
Midwest Grain Products, Inc. Stock Incentive Plan of 1996 (the 1996 Plan"), 1998
Stock Incentive Plan for Salaried Employees (the "1998 Plan") and the 1996 Stock
Option  Plan for Outside  Directors  (the  "Directors'  Plan" with all the plans
collectively,  the  "Plans"),  which  shares of Common  Stock you are seeking to
register with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended on Form S-8 (the "Registration Statement").

     We have acted as counsel to the Company in connection  with the adoption of
the Plans, the  authorization and issuance of the Company's Common Stock and the
registration  of shares of Common  Stock of the Company  under the  Registration
Statement.

     In  rendering  the opinions  hereinafter  expressed,  we have  examined and
relied  upon  such  records,  documents,  instruments,  certificates  of  public
officials,  and  certificates  of  officers  of the  Company,  as we have deemed
appropriate,   including  the  Registration  Statement,  the  Plan,  resolutions
authorizing the Plans, and copies of the Articles of Incorporation and Bylaws of
the Company.

     Our opinions  below are limited to the matters  expressly set forth in this
opinion  letter,  and no opinion is to be implied or may be inferred  beyond the
matters expressly so stated.

     We  disclaim  any  obligation  to update  this  opinion  letter  for events
occurring after the date of this opinion letter.

     Our  opinions  below are  limited to the effect of the laws of the state of
Kansas and the Federal  laws of the United  States.  We express no opinion  with
respect to the effect of the laws of any other  jurisdiction on the transactions
contemplated by the Registration Statement or the Plans.

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May 4, 1998
Page 2

     Based on the foregoing, it is our opinion that:

     (1) the 1996 Plan and the  Directors'  Plan have been duly  adopted  by the
Company and  approved by the  Stockholders  of the Company and the 1998 Plan has
been  duly  adopted  by the  Board  of  Directors  of the  Company,  subject  to
subsequent stockholder approval;

     (2) if authorized  but  previously  unissued  shares of Common Stock of the
Company or issued  shares of Common  Stock  that are held by the  Company in its
treasury  shall be  issued  by the  Company  pursuant  to the  1996  Plan or the
Directors' Plan in accordance with the terms thereof,  and the said shares shall
be  distributed  to the  participants  in the Plan  pursuant  to the  provisions
thereof,  the said  shares of  Common  Stock  will be  legally  issued,  validly
outstanding, and fully paid and non-assessable.

     (3) if authorized  but  previously  unissued  shares of Common Stock of the
Company or issued  shares of Common  Stock  that are held by the  Company in its
treasury shall be issued by the Company  pursuant to the 1998 Plan in accordance
with the  terms  thereof,  and the said  shares  shall  be  distrib  uted to the
participants  in the Plan pursuant to the  provisions  thereof,  and if the 1998
Plan is approved by stockholders of the Company prior to such issuance, the said
shares of Common Stock will be legally issued,  validly  outstanding,  and fully
paid and non-assessable.

     We  hereby  consent  to  be  named,  in  the  Registration  Statement,  and
amendments  thereto,  by which the securities to be issued  pursuant to the Plan
are  registered  with  the  Securities  and  Exchange  Commission,  and  in  any
prospectus  relating to the Plan, as counsel for the Company who has passed upon
the legality of the securities  registered  thereby.  We further  consent to the
filing of this opinion as an exhibit to the registration statement.


                                     Very truly yours,

                                     LATHROP & GAGE L.C.


                                 By:  s/John H. Calvert
                                     John H. Calvert

