[MCAFEE & TAFT LETTERHEAD]

                                   December 5, 1994


Fleming Companies, Inc.
6301 Waterford Boulevard
P.O. Box 26647
Oklahoma City, Oklahoma 73126

Gentlemen:

     Reference is made to your Amendment No. 3 to Registration Statement on
Form S-3 (Registration No. 33-55369) to be filed with the Securities and
Exchange Commission on December 5, 1994. Unless otherwise defined herein,
capitalized terms used herein are defined as set forth in the above-mentioned
Registration Statement.

     We have examined Fleming's corporate records, have attended meetings of
Fleming's Board of Directors and have made such other investigations as we
have deemed appropriate in order to express the opinions set forth herein. In
addition, we have relied upon opinions of local counsel, where appropriate, and
the factual representations made by Fleming and the Subsidiary Guarantors in
the Senior Note Indentures.

     Based on and subject to the foregoing, we are of the opinion that:

     1.  The Notes proposed to be sold by Fleming, when issued to the
Underwriters against payment therefor in accordance with the underwriting
agreement between Fleming and Merrill Lynch & Co. and J.P. Morgan Securities
Inc., will be validly issued and will be binding obligations of the Company;
and

     2.  Upon such issuance of the Notes, the Note Guarantees will be binding
obligations of the Subsidiary Guarantors enforceable against such Subsidiary
Guarantors in accordance with their terms, except as such enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered a proceeding in equity or at law).

     We hereby consent to the inclusion of this opinion as an exhibit to the
above-mentioned Registration Statement and to the reference to our firm under
the caption "Legal Opinions" in the Prospectus comprising a part of such
Registration Statement.

                                       Very truly yours,


                                       /s/ MCAFEE & TAFT APC
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                                       McAfee & Taft
                                       A Professional Corporation