EXHIBIT 5.2

                           [MCAFEE & TAFT LETTERHEAD]

                                  July 11, 2002

Fleming Companies, Inc.
P.O. Box 299013
Lewisville, TX 75029

                Re: Senior Subordinated Note Exchange Offer

Ladies and Gentlemen:

     Reference is made to your Registration Statement on Form S-4 to be filed
with the Securities and Exchange Commission today with respect to $260,000,000
aggregate principal amount of 9-7/8% Senior Subordinated Notes due 2012 (the
"Securities"). The Securities will be unconditionally guaranteed (the
"Guarantees") by the Guarantors (as hereafter defined). The Securities and the
Guarantees will be issued under an indenture dated as of April 15, 2002, as
supplemented by that First Supplemental Indenture dated as of June 18, 2002, and
by that Second Supplemental Indenture dated as of June 19, 2002 (as
supplemented, the "Indenture"), among Fleming Companies, Inc. (the "Company"),
the Guarantors identified therein (the "Guarantors"), and Manufacturers and
Traders Trust Company, as Trustee. The Securities and the Guarantees will be
issued in exchange for the Company's outstanding 9-7/8% Senior Subordinated
Notes due 2012.

     We have examined your corporate records and made such other investigations
as we deemed appropriate for the purpose of this opinion. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all
documents submitted to us as copies.

     Based upon the foregoing, we are of the opinion that:

     1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of Oklahoma. Each Guarantor, other than Richmar
Foods, Inc., Core-Mark Interrelated Companies, Inc., C/M Products, Inc.,
Marquise Ventures Company, Inc., General Acceptance Corporation, and ASI Office
Automation, Inc. (collectively, the "California Guarantors") as to which no
opinion is given (each Guarantor other than the California Guarantors is
referred to as an "Included Guarantor") is a corporation, limited liability
company or limited partnership, validly existing and in good standing under the
laws of its jurisdiction of formation.

     2. The Indenture has been duly authorized, executed and delivered by the
Company and each of the Included Guarantors.

     3. The Securities have been duly authorized by all necessary corporate
action of the Company.

     4. The Guarantees have been duly authorized by all necessary corporate,
partnership or limited liability company action of the respective Included
Guarantor.

     We hereby consent to the inclusion of this opinion as an exhibit to the
above mentioned Registration Statement.

                                        Very Truly Yours,
                          /s/ MCAFEE & TAFT, a Professional Corporation