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                                                                       EXHIBIT 5

                    OPINION OF BRACEWELL & PATTERSON, L.L.P.


December 8, 1999


Furr's/Bishop's, Incorporated
3001 E. President George Bush Highway
Suite 200
Richardson, TX  75082-2800

Ladies and Gentlemen:

We have acted as counsel to Furr's/Bishop's, Incorporated, a Delaware
corporation (the "Company"), in connection with the proposed issuance by the
Company of up to 2,000,000 shares of Common Stock, par value $0.01 per share
(the "Shares"), pursuant to the Company' Deferred Compensation Plan (the
"Plan"). The Company now is filing a Registration Statement on Form S-8 relating
to the Shares (the "Registration Statement").

We have examined originals or copies of (i) the Restated Articles of
Incorporation of the Company, as amended, (ii) the Amended and Restated Bylaws
of the Company, (iii) the Plan, (iv) certain resolutions of the Board of
Directors of the Company and (v) such other documents and records as we have
deemed necessary and relevant for purposes hereof. In addition, we have relied
on certificates of officers of the Company as to certain matters of fact
relating to this opinion and have made such investigations of law as we have
deemed necessary and relevant as a basis hereof.

We have assumed the genuineness of all signatures, the authenticity of all
documents, certificates and records submitted to us as copies, and the
truthfulness of all statements of fact contained therein.

Based upon the foregoing and subject to the limitations and assumptions set
forth herein and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly
authorized and when issued and paid for in accordance with the terms of the
Plan, for a consideration at least equal to the par value thereof, will be
validly issued, fully paid and nonassessable.

The foregoing opinion is based on and is limited to the General Corporation Law
of the State of Delaware, and we render no opinion with respect to the law of
any other jurisdiction. We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. This consent is not be
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the Act.

                                          Very truly yours,


                                          /s/ Bracewell & Patterson, L.L.P.
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                                          Bracewell & Patterson, L.L.P.