LAW OFFICES
                                    MCAFEE & TAFT
                              A PROFESSIONAL CORPORATION
                          TENTH FLOOR, TWO LEADERSHIP SQUARE
                                  211 NORTH ROBINSON
                          OKLAHOMA CITY, OKLAHOMA 73102-7101
                                    (405) 235-9621 
                                  FAX (405) 235-0439


                                  September 16, 1997




Fleming Companies, Inc.
6301 Waterford Boulevard
Post Office Box 26647
Oklahoma City, Oklahoma 73126

          Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

     Reference is made to the above-captioned registration statement (the
"Registration Statement") which is being filed concurrently with the Securities
and Exchange Commission by Fleming Companies, Inc. (the "Company") and certain
of its subsidiaries (the "Subsidiary Guarantors") with respect to (a) $250
million principal amount of 10 1/2% Series B Senior Subordinated Notes due 2004
("New Notes due 2004") of the Company to be offered in exchange for $250 million
principal amount of its outstanding 10 1/2% Senior Subordinated Notes due 2004
("Old Notes due 2004") and (b) $250 million principal amount of 10 5/8% Series B
Senior Subordinated Notes due 2007 ("New Notes due 2007") of the Company to be
offered in exchange for $250 million principal amount of its outstanding 10 5/8%
Senior Subordinated Notes due 2007 ("Old Notes due 2007").  The Old Notes due
2004 were, and the New Notes due 2004 will be, issued pursuant to the Indenture
dated as of July 25, 1997 among the Company, as issuer, the Subsidiary 
Guarantors, as guarantors, and Manufacturers and Traders Trust Company 
("M&T"), as trustee (the "Notes due 2004 Indenture"), which will be filed as 
Exhibit 4.21 to the Registration Statement.  The Old Notes due 2007 were, and 
the New Notes due 2007 will be, issued pursuant to the Indenture dated as of 
July 25, 1997 among the Company, as issuer, the Subsidiary Guarantors, as 
guarantors, and M&T, as trustee (the "Notes due 2007 Indenture"), which will 
be filed as Exhibit 4.20 to the Registration Statement.  The New Notes due 
2004 and the New Notes due 2007 are referred to, collectively, as the "New 
Notes," and the Notes due 2004 Indenture and the Notes due 2007 Indenture are 
referred to, together, as the "Indentures."  

     We have examined the Indentures, the forms of certificate which will
evidence the New Notes (the "Certificates"), and certain corporate records of
the Company and the Subsidiary Guarantors, and 



we have made such other investigations as we have deemed appropriate in order 
to express the opinion set forth herein.

     Based upon 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 Oklahoma; and 

     2.   The Indentures, the New Notes, and the guarantees of the New Notes by
the Subsidiary Guarantors (the "Guarantees") have been duly and validly 
authorized, and the New Notes and Guarantees, when issued in accordance with 
the terms of the respective Indentures, will constitute binding obligations 
of the Company and the Subsidiary Guarantors, enforceable against the Company 
and the Subsidiary Guarantors in accordance with the terms of the Indentures 
and the Certificates, except as 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 rights of 
acceleration, if applicable, and the availability of equitable remedies may 
be limited by equitable principles of general applicability (regardless of 
whether enforcement is considered in a proceeding in equity or at law).

     While each of the Indentures provides that it will be governed by the
substantive laws of the State of New York, we have assumed, for purposes of our
opinion, that the Indentures will be governed by the laws of the State of
Oklahoma.

     We hereby consent to the inclusion 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 which is a part of the Registration Statement.

                                        Very truly yours,

                                        McAFEE & TAFT A PROFESSIONAL CORPORATION

                                        McAfee & Taft A Professional Corporation