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                     [BASS, BERRY & SIMS PLC LETTERHEAD]



                              September 3, 1997



Marsh Supermarkets, Inc.
9800 Crosspoint Boulevard
Indianapolis, Indiana  46256-3350

         Re:  REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

         We have acted as counsel to Marsh Supermarkets, Inc., an Indiana
corporation (the "Company"), in the preparation of a Registration Statement on
Form S-4 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission with respect to up to $150,000,000 aggregate principal
amount of the Company's 8 7/8% Senior Subordinated Notes due 2007, Series B (the
"Exchange Notes") and the related guarantees (the "Guarantees") of certain of
the Company's subsidiaries named in the Registration Statement (the
"Guarantors"). The Exchange Notes and the Guarantees will be offered in exchange
for the Company's issued and outstanding 8 7/8% Senior Subordinated Notes due
2007, Series A (the "144A Notes") and related guarantees, all as described in
the Registration Statement.

         The Exchange Notes are to be issued in exchange for 144A Notes pursuant
to an indenture (the "Indenture") dated as of August 5, 1997 between the
Company, the Guarantors and State Street Bank and Trust Company, as Trustee (the
"Trustee") and the related Registration Rights Agreement among the Company, the
Guarantors, Merrill Lynch, Pierce, Fenner & Smith Incorporated and McDonald &
Company Securities, Inc. (the "Registration Rights Agreement").

         In so acting, we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.

         Based upon and subject to the foregoing, we are of the opinion that the
Exchange Notes and the Guarantees, when duly executed and authenticated in
accordance with the terms of the Indenture, and delivered in exchange for 144A
Notes and related guarantees in accordance with the terms of the Indenture, will
have been validly issued and will be legally binding obligations of the Company
and the Guarantors, respectively, subject to (a) the effect of bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
fraudulent transfer and other similar laws relating to or affecting the rights
of creditors and (b) general principles of equity (including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance, injunctive
relief or other equitable remedies), regardless of whether considered in a
proceeding at law or in equity.


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                  We express no opinion herein other than as to the law of the
State of Tennessee, the federal law of the United States and the Delaware
General Corporation Law. With respect to matters of Indiana and Ohio law, we
have relied solely on the opinion of P. Lawrence Butt, Senior Vice President,
Counsel and Secretary of the Company, addressed to you of even date herewith and
we have made no independent examination of the law of such jurisdictions.

         We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement.


                                             Sincerely,


                                             /s/ Bass, Berry & Sims PLC