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                                                                EXHIBIT 5.1

                                LATHAM & WATKINS
                                ATTORNEYS AT LAW
                       633 WEST FIFTH STREET, SUITE 4000
                       LOS ANGELES, CALIFORNIA 90071-2007


                                 July 22, 1996

Ralphs Grocery Company
1100 West Artesia Boulevard
Compton, California 90220

        Re:     RALPHS GROCERY COMPANY
                REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-07005)

Ladies and Gentlemen:

        At your request, we have examined the Registration Statement on Form
S-4 (the "Registration Statement") referenced above, which you have filed with
the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of $100,000,000 principal amount
of 10.45% Senior Notes due 2004 (the "Exchange Notes"), to be offered and
issued by Ralphs Grocery Company (the "Company"), together with guarantees of
the Exchange Notes (the "Guarantees") by Alpha Beta Company, Bay Area Warehouse
Stores, Inc., Bell Markets, Inc., Cala Co., Cala Foods, Inc., Crawford Stores,
Inc., Food 4 Less of California, Inc., Food 4 Less GM, Inc., Food 4 Less
Merchandising, Inc. and Food 4 Less of Southern California, Inc.
(collectively, the "Guarantors").

        We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this opinion. We have examined, among
other things, the terms of the Exchange Notes, the Guarantees and the Indenture
pursuant to which the Exchange Notes and Guarantees are to be issued. In our
examination, 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.

        We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York and the General Corporation Law of the State of Delaware, and we express
no opinion with respect to the applicability thereto, or the effect thereon, of
any other laws.

        Based upon the foregoing, we are of the opinion that, upon issuance
thereof in the manner described in the Registration Statement, the Exchange
Notes will be legally valid and binding obligations of the Company and the
Guarantees will be legally valid and binding obligations of the Guarantors, in
each case except as may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors; the effect of
general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which
any proceeding therefor may be brought;


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LATHAM & WATKINS

Ralphs Grocery Company
July 22, 1996
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and the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of or contribution to
a party with respect to a liability where such indemnification or contribution
is contrary to public policy.

        We consent to your filing this opinion as an exhibit to the
Registration Statement.


                                        Very truly yours,


                                        LATHAM & WATKINS