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 33-56445)
    
 
   
Ladies/Gentlemen:
    
 
   
     You have requested our opinion concerning the material federal income tax
consequences of (i) the offers to exchange (a) 9% Senior Subordinated Notes due
April 1, 2003 of Ralphs Grocery Company ("RGC") (the "Old RGC 9% Notes") for new
     % Senior Subordinated Notes due 2005 of Food 4 Less Supermarkets, Inc. (the
"Company") and cash, and (b) 10 1/4% Senior Subordinated Notes due July 15, 2002
of RGC (the "Old RGC 10 1/4% Notes," and, together with the Old RGC 9% Notes,
the "Old RGC Notes") for new      % 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 RGC 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. 33-56445), 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,