1
 
   
                                                                     EXHIBIT 8.1
    
 
   
                         [LATHAM & WATKINS LETTERHEAD]
    
 
   
                                January   , 1995
    
 
   
Food 4 Less Supermarkets, Inc.
    
777 South Harbor Boulevard
La Habra, CA 90631
 
   
        Re: Food 4 Less Supermarkets, Inc.
    
            Registration Statement on Form S-4 (File Number 33-56451)
 
Ladies/Gentlemen:
 
   
     You have requested our opinion concerning the material federal income tax
consequences of (i) the offers to exchange (a) 10.45% Senior Notes due 2000 of
Food 4 Less Supermarkets, Inc. (the "Company") (the "Old F4L Senior Notes") for
new   % Senior Notes due 2004 of the Company and cash, and (b) 13.75% Senior
Subordinated Notes due 2001 of the Company (the "Old F4L Senior Subordinated
Notes," and, together with the Old F4L Senior Notes, the "Old F4L Notes") for
new 13.75% Senior Subordinated Notes due 2005 of the Company and cash, and (ii)
the solicitation of consents to proposed amendments to the indentures under
which the Old F4L Notes were issued, in connection with the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") on November 14, 1994 (File No. 33-56451), as amended by Amendment
No. 1 filed with the Commission on January 6, 1995 (collectively, the
"Registration Statement").
    
 
     The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion expressed herein, are set forth in the
Registration Statement. Based on such facts, it is our opinion that the material
federal income tax consequences are accurately set forth under the heading
"Certain Federal Income Tax Considerations" in the Registration Statement. No
opinion is expressed as to any matter not discussed therein.
 
     This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement may
affect the conclusion stated herein.
 
     This opinion is rendered to you solely for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference of our firm under the heading
"Certain Federal Income Tax Considerations."
 
                                          Very truly yours,