Exhibit 5.1
 
                          The Kroger Co.
                          1014 Vine Street
                          Cincinnati, OH  45202-1100

                          May 6, 1998


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 $800 million aggregate principal amount of Securities (the "Securities"). 
I have acted as counsel to the Company in connection with its preparation of (1)
a Registration Statement relating to such issuance of the Securities and the
public sale thereof on Form S-3 filed by the Company with the Securities and
Exchange Commission (the "Registration Statement") for the registration of the
Securities under the Securities Act of 1933, as amended (the "Act"); (2) the
form of Underwriting Agreement filed as an exhibit to the Registration Statement
(the "Underwriting Agreement"); and (3) the form of Senior Indenture filed as an
exhibit to the Registration Statement (the "Indenture"). I have examined the
aforementioned 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 such other records and documents as I have
deemed necessary in order to express the opinions hereinafter set forth.

Based upon the foregoing, I am of the opinion that, when the Indenture has been
duly executed and delivered, and the Securities have been duly executed and
authenticated in accordance with the terms of the Indentures and issued and sold
in accordance with the Underwriting Agreement, the Securities will constitute
the valid and binding obligations of the Company.

The foregoing opinion is subject to applicable bankruptcy, insolvency, or other
laws affecting creditors' rights generally, as from time to time in effect, and
to general equity principles.


 
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 under the
caption "Validity of Securities" therein. In giving such consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Act.


                                        Very truly yours,



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