EXHIBIT 5







                                February 24, 1998


Board of Directors
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, OR 97202

     We have acted as counsel for Fred Meyer, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering the resale of
up to 13,128,600 shares of Common Stock, $.01 par value (the "Shares"), of the
Company by the holders thereof (the "Selling Stockholders"). We have reviewed
the corporate actions of the Company in connection with this matter and have
examined those documents, corporate records, and other instruments we deemed
necessary for the purposes of this opinion.

     Based on the foregoing, it is our opinion that:

     1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware; and

     2. The Shares have been duly authorized by the Company and, when issued in
accordance with the resolutions adopted by the Board of Directors of the Company
and the terms of the Agreement and Plan of Merger dated November 6, 1997, as
amended on January 20, 1998, between the Company and Food 4 Less Holdings, Inc.,
a Delaware corporation, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,

                                       STOEL RIVES LLP