1

                                                                     Exhibit 5.2

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

                                January 24, 1995




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

                 Re:      FOOD 4 LESS SUPERMARKETS, INC.
                          REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 33-56451)

Gentlemen:

                 At your request, we have examined the Registration Statement
on Form S-4 (File No. 33-56451) (the "Registration Statement") of Food 4 Less
Supermarkets, Inc. ("Food 4 Less") 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 (i) the guarantee (the "New Senior Note Guarantee")
by Falley's, and the other Subsidiary Guarantors, of up to $175 million
principal amount of Senior Notes due 2004 to be issued in exchange for Food 4
Less' issued and outstanding 10.45% Senior Notes due 2000 and (ii) the
guarantee (the "New Senior Subordinated Note Guarantee" and collectively, with
the New Senior Note Guarantee, the "Guarantees") by Falley's, and the other
Subsidiary Guarantors, of up to $145 million principal amount of 13.75% Senior
Subordinated Notes due 2005 to be issued in exchange for Food 4 Less' issued
and outstanding 13.75% Senior Subordinated Notes due 2001.

                 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 Guarantees and the indentures pursuant to
which the 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.
   2

Falley's, Inc.
January 24, 1995
Page 2


                 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.

                 Based upon the foregoing, we are of the opinion that, upon
issuance thereof in the manner described in the Registration Statement, the
Guarantees will be legally valid and binding obligations 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