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                                                                    EXHIBIT 5.2

                          IRWIN, CLUTTER, SEVERSON & HINKEL, LLP
                             2201 S.W. 29TH STREET
                                 P.O. BOX 5514
                           TOPEKA, KANSAS 66605-0514

                               July 22, 1996

Falley's, Inc.
3120 South Kansas Ave.
Topeka, Kansas 66611

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

Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-4 (File No. 333-07005) (the "Registration Statement") of Ralphs Grocery
Company ("Ralphs") and the Subsidiary Guarantors (as defined therein), including
Falley's, Inc. ("Falley's"), filed with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of the guarantee (the "Guarantee") by Falley's, and the other
Subsidiary Guarantors, of $100 million principal amount of 10.45% Senior Notes
due 2004 to be issued in exchange for the issued and outstanding 10.45% Senior
Notes due 2004 of Ralphs Grocery Company.

         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 Guarantee and the indenture pursuant to which the
Guarantee is 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 internal laws of the State of Kansas, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of any other laws.
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Falley's, Inc.
July 22, 1996
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        Based upon the foregoing, we are of the opinion that, upon issuance
thereof in the manner described in the Registration Statement, the Guarantee
will be a legally valid and binding obligation of Falley's, 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;
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,


                        IRWIN, CLUTTER, SEVERSON & HINKEL, LLP