Exhibit 8.1 Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP 2500 First Union Capitol Center Raleigh, North Carolina 27601 June 25, 1998 GoodMark Foods, Inc. 6131 Falls of the Neuse Road Raleigh, North Carolina 27609 Agreement and Plan of...Conagra Inc /De/ • June 25th, 1998 • Meat packing plants
We have acted as counsel to GoodMark Foods, Inc. ("GoodMark"), a North Carolina corporation, in connection with the proposed merger (the "Merger") of CAG 40, Inc. ("CAG"), a North Carolina corporation wholly owned by ConAgra, Inc. ("ConAgra"), a Delaware corporation, with and into GoodMark pursuant to the terms of the Agreement and Plan of Merger dated as of June 17, 1998 (the "Merger Agreement") by and among ConAgra, GoodMark, and CAG. This opinion is being rendered pursuant to Section 7.3(c) of the Merger Agreement. All capitalized terms, unless otherwise specified, have the meaning assigned to them in the Merger Agreement.
FORM OF STOCK VOTING AGREEMENTForm of Stock Voting Agreement • June 25th, 1998 • Conagra Inc /De/ • Meat packing plants • North Carolina
