EXHIBIT 5
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                         March 13, 1996



Kash n' Karry Food Stores, Inc.
6422 Harney Road
Tampa, Florida 33610
     
     Re:  Registration  Statement on Form S-8 of  Kash  n'  Karry
          Food Stores, Inc. (1995 Key Employee Stock Option Plan)

Ladies and Gentlemen:
     
     We  have  acted  as special counsel to Kash  n'  Karry  Food
Stores,   Inc.,  a  Delaware  corporation  (the  "Company"),   in
connection  with the preparation and filing with  the  Securities
and  Exchange Commission (the "Commission") under the  Securities
Act  of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") providing for the registration  on
behalf  of the Company of 355,419 shares of common stock  of  the
Company, par value $.01 per share (the "Common Stock"), that  may
be  issued  pursuant to an exercise of options granted under  the
Company's 1995 Key Employee Stock Option Plan.
     
     In  rendering the opinion expressed below, we have  examined
(i)  the Restated Certificate of Incorporation and ByLaws of  the
Company  as currently in effect; (ii) the Registration Statement;
(iii)  certain resolutions adopted by the Board of  Directors  of
the Company; and (iv) such other documents, records and papers as
we  have  deemed necessary as a basis for the opinions  expressed
below.  We are familiar with the corporate proceedings heretofore
taken by the Company in connection with the authorization of  the
Common Stock.
     
     As  to various questions of fact material to such opinion we
have,  when  relevant  facts were not independently  established,
relied  upon certifications by officers of the Company and  other
appropriate  persons and statements contained in the Registration
Statement.
     
     Based   on  the  foregoing,  and  having  regard  to   legal
considerations we deem relevant, we are of the opinion  that  the

Kash n' Karry Food Stores, Inc.
March 13, 1996
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Common  Stock will, when sold, be legally issued, fully paid  and
nonassessable.
     
     The  foregoing  opinion is limited to matters involving  the
General Corporation Law of the State of Delaware, and we  do  not
express any opinion as to the laws of any other jurisdiction.
     
     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit to the Registration Statement, without admitting that  we
are  experts,  within the meaning of the Act  or  the  rules  and
regulations of the Commission issued thereunder, with respect  to
any part of the Registration Statement, including this exhibit.

                              Very truly yours,

                              BARNETT, BOLT, KIRKWOOD &
                                   LONG, P.A.

                              /s/ Barnett, Bolt, Kirkwood & Long

RSB/LWH