EXHIBIT 5

                                 THE KROGER CO.
                             Cincinnati, Ohio 45202

Paul W. Heldman
Senior Vice President, Secretary
and General Counsel

                                                         June 27, 2002


Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202

Ladies and Gentlemen:

I am familiar with the proceedings taken and proposed to be taken by The Kroger
Co., an Ohio corporation (the "Company"), in connection with the issuance of up
to 20,000,000 shares of its Common Stock, along with 10,000,000 Preferred Stock
Purchase Rights associated therewith (the "Securities") pursuant to The Kroger
Co. 2002 Long-Term Incentive Plan (the "Plan"). I have acted as counsel to the
Company in connection with its preparation of a Registration Statement relating
to that issuance on Form S-8 to be filed by the Company with the Securities and
Exchange Commission for the registration of the Securities under the Securities
Act of 1933, as amended. I have examined the above-mentioned documents, the
Amended Articles of Incorporation and Regulations of the Company, the corporate
minutes of the proceedings of the directors and shareholders of the Company, and
all other records and documents of the Company as I have deemed necessary in
order to express the opinions hereinafter set forth.

Based upon the foregoing, and assuming compliance with applicable federal and
state securities laws, I am of the opinion that when the Securities are issued
pursuant to the Plan, they will be duly authorized, validly issued and
outstanding, fully paid and non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement as having
passed upon the legality of the Securities offered thereby on behalf of the
Company.

                                               Very truly yours,


                                               (Paul Heldman)