Exhibit 5.1



                                           File No.:  49709.000016




                        November 19, 1996




Board of Directors
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia  23111

                    Richfood Holdings, Inc. 
               Registration Statement on Form S-8 

Ladies & Gentlemen:

     We are acting as counsel for Richfood Holdings, Inc. (the
"Company") in connection with its Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission, with
respect to up to 2,225,000 shares of the Company's common stock, no
par value, to be issued by the Company (the "Shares") pursuant to
the Richfood Holdings, Inc. Amended and Restated Omnibus Stock
Incentive Plan (the "Plan").  In connection with the
filing of the Registration Statement, you have requested our
opinion concerning certain corporate matters.

     In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we
have deemed necessary.

     Based upon the foregoing and the further qualifications stated
below, we are of the opinion that: 

     1.   The Company has been duly incorporated and is validly
existing and in good standing under the laws of the Commonwealth of
Virginia.

     2.   The Shares have been duly authorized and, when such
shares have been issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Form S-8.  In giving
this consent, we do not admit that we are within the category of
persons whose consent is required by section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder by
the Securities and Exchange Commission.

                              Very truly yours,


                              Hunton & Williams