EXHIBIT 8.1
 
                  [LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]

                                October 3, 1997



(213) 229-7000                                                    C 87217-00008

Stater Bros. Holdings Inc.
21700 Barton Road
Colton, California 92324

     Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

          At your request, we have examined the Registration Statement on Form
S-4, as amended, Registration No. 333-34113, of Stater Bros. Holdings Inc., a
Delaware corporation (the "Company"), and the Prospectus forming a part thereof
(the "Prospectus"), filed in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of $100,000,000
aggregate principal amount of the Company's 9% Senior Subordinated Notes due
2004 (the "New Notes") and the exchange of the New Notes for a like principal
amount of the Company's 9% Senior Subordinated Notes due 2004.

          It is our opinion that the discussion in the Prospectus under the
caption "Certain Federal Income Tax Consequences," to the extent it discusses
matters of law or legal conclusions, is accurate in all material respects.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
captions "Legal Matters" and "Certain Federal Income Tax Consequences."  In
giving this consent, we do not thereby admit

 
Stater Bros. Holdings Inc.
October 3, 1997
Page 2



that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.

                              Sincerely,

                              /s/ GIBSON, DUNN & CRUTCHER LLP

                              GIBSON, DUNN & CRUTCHER LLP