Exhibit 5.1
INTERAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75241
Employer Identification Number:
Date: Dec. 11, 1995 48-0222760
File Folder Number:
FLEMING COMPANIES INC 730000154
C/O JAMES DUDLEY HYDE ESQ. Person to Contact:
MCAFEE & TAFT A PROF. CORP. JILL RUTHERFORD
10TH FL TWO LEADERSHIP SQUARE Contact Telephone Number:
OKLAHOMA CITY, OK 73102 (214)767-6023
Plan Name:
CONSOLIDATED SAVINGS PLUS &
STOCK OWNERSHIP PLAN & ITS
SUBSIDIARIES
Plan Number: 005
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated October 4, 1995. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
December 14, 1994.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in
this letter.
Letter 835 (DO/CG)
-2-
FLEMING COMPANIES INC
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees in
the plan's coverage group. For this purpose, the plan's coverage group consists
of those employees treated as currently benefiting for purposes of demonstrating
that the plan satisfies the minimum coverage requirements of section 410(b) of
the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
BOBBY E. SCOTT
Bobby E. Scott
District Director
Enclosures:
Publication 794
Addendum
Letter 835 (DO/CG)
-3-
FLEMING COMPANIES INC
This letter of determination also applies to the members of the controlled
group who have adopted the plan as detailed in your application.
Based on the information provided in your letter dated December 28, 1994,
and the language contained in section 10.2 of the plan, we have determined
that the distributions to the separated participants previously employed
by the "Royal Food Distributors New Jersey Division" meet the exception under
section 401(k)(10)(A)(ii) of the Internal Revenue Code (relating to the sale
of assets by a corporation of substantially all the assets involved in a
trade or business. This is not a ruling under the "same desk rule" under
section 402 of the Code, and Rev. Ruling 80-129.
Letter 835 (DO/CG)