Exhibit 5.1
    

                                 ROPES & GRAY
                            One International Place
                       Boston, Massachusetts  02110-2624
                                (617) 951-7000
                          Telecopier:  (617) 951-7050

   
                                                                  March 1, 1996
    


The Grand Union Company
201 Willowbrook Boulevard
Wayne, New Jersey 07470-0966

Ladies and Gentlemen:

       This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of The Grand Union Company (the "Company") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the offering and possible
future sale by certain holders of (i) 3,243,826 shares of common stock of the
Company (the "Common Stock") and (ii) $178,373 in aggregate principal amount of
12% Senior Notes due September 1, 2004 of the Company.

        We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement.  For purposes of our
opinion, we have examined and relied upon such documents, records, certificates
and other instruments as we have deemed necessary.  We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies.

   
    

       We express no opinion as to the laws of any jurisdiction other than those
of The Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware, and the federal laws of the United States of America.

       For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other documents and
records that we have deemed necessary.




                                     II-6


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

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

       2.   The shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.

   
       3.   The Senior Notes have been validly authorized, have been duly
executed, authenticated, issued and delivered in accordance with the terms of
the Indenture.
    

       We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock and the Senior
Notes to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.  We consent to the filing of this opinion
with and as a part of said Registration Statement and the use of our name
therein.


                                    Very truly yours,

   
                                    /s/ ROPES & GRAY
                                    ----------------
    
   
                                    ROPES & GRAY
    




                                     II-7