Exhibit 5.1

                                      May 19, 1997



Quality Food Centers, Inc.
10112 N.E. 10th Street, Suite 201
Bellevue, Washington 98004

Ladies and Gentlemen:

   

        We have acted as special counsel for Quality Food Centers, Inc., a 
Washington corporation (the "Company") and the Guarantors referred to below, 
in connection with the Registration Statement on Form S-4 (the "Registration 
Statement") filed by the Company with the Securities and Exchange Commission 
(the "Commission") under the Securities Act of 1933, as amended (the 
"Securities Act"), relating to the issuance by the Company of $150,000,000 
aggregate principal amount of its 8.70% Series B Senior Subordinated Notes 
due 2007 (the "Exchange Notes"), fully and unconditionally guaranteed (the 
"Guarantees") on a senior subordinated basis by Hughes Markets, Inc., a 
California corporation, KU Acquisition Corporation, a Washington corporation, 
and Quality Food Holdings, Inc., a Delaware corporation, on a joint and 
several basis (collectively, the "Guarantors").  The Exchange Notes are to be 
offered by the Company in exchange for (the "Exchange") $150,000,000 
aggregate principal amount of its outstanding 8.70% Senior Subordinated Notes 
due 2007 (the "Notes").  The Notes have been, and the Exchange Notes will be, 
issued under an Indenture dated as of March 19, 1997 (the "Indenture") 
between the Company, the Guarantors and First Trust National Association, as 
Trustee (the "Trustee").

    




Quality Food Centers, Inc.            2                        May 19, 1997



        We have examined the Registration Statement and the form of the
Indenture, which has been filed with the Commission as an Exhibit to the
Registration Statement.  In addition, we have examined, and have relied as to
matters of fact upon, the originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other and
further investigations, as we have deemed relevant and necessary as a basis for
the opinion hereinafter set forth.

        In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

        Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:

        (i)  assuming the Indenture has been duly authorized and validly
         executed and delivered by the parties thereto, when (1) the Indenture
         has been duly qualified under the Trust Indenture Act of 1939, as
         amended (the "Trust Indenture Act"), (2) the Board of Directors of the
         Company, a duly constituted and acting committee thereof or duly
         authorized officers thereof have taken all necessary corporate action
         to approve the issuance and terms of the Exchange Notes, the terms of
         the Exchange and related matters, and (3) the Exchange Notes have been
         duly executed, authenticated, issued and delivered in accordance with
         the provisions of the Indenture upon the Exchange, the Exchange Notes
         will constitute valid and legally binding obligations of the Company,
         enforceable against the Company in accordance with their terms; and

        (ii) assuming the Indenture has been duly authorized and validly
         executed and delivered by the parties thereto, when (1) the Indenture
         has been duly





Quality Food Centers, Inc.            3                        May 19, 1997



        qualified under the Trust Indenture Act, (2) the Board of Directors of
        the Company, a duly constituted and acting committee thereof or duly
        authorized officers thereof have taken all necessary corporate action
        to approve the issuance and terms of the Exchange Notes, the terms of
        the Exchange and related matters, (3) the Board of Directors of each
        Guarantor, a duly constituted and acting committee thereof or duly
        authorized officers thereof have taken all necessary corporate action
        to approve the issuance and terms of such Guarantor's Guarantee and
        (4) the Exchange Notes have been duly executed, authenticated, issued
        and delivered in accordance with the provisions of the Indenture upon
        the Exchange, each Guarantor's Guarantee will constitute a valid and
        legally binding obligation of such Guarantor, enforceable against such
        Guarantor in accordance with its terms.

        Our opinions set forth in paragraphs (i) and (ii) are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

        We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States.

        We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                      Very truly yours,
                            


                                      SIMPSON THACHER & BARTLETT