1 EXHIBIT 5.1 [LETTERHEAD] May 11, 1995 Food 4 Less Holdings, Inc. 777 South Harbor Boulevard La Habra, California 90631 Re: FOOD 4 LESS HOLDINGS, INC. (A CALIFORNIA CORPORATION) FOOD 4 LESS HOLDINGS, INC. (A DELAWARE CORPORATION) REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 33-86356) Ladies/Gentlemen: At your request, we have examined the Registration Statement on Form S-4 (File No. 33-86356) (the "Registration Statement"), which you have filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of the offer to purchase and the related solicitation by Food 4 Less Holdings, Inc. ("Holdings") of consents to certain amendments to the indenture (the "Indenture") under which the 15.25% Senior Discount Notes due 2004 (the "Notes") of Holdings were issued. Upon the receipt of the requisite consents of Holders of the Notes and upon the satisfaction of certain other conditions as provided in the Registration Statement, the Notes will be amended pursuant to a supplemental indenture (the "Supplemental Indenture"). 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 Indenture and the Supplemental Indenture. 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. Capitalized terms used herein without definition have the meanings given to them in the Registration Statement. We are opining herein as to the effect on the subject transaction only of the federal securities laws of the United States and the internal laws of the States of New York and California, 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 the consummation of the FFL Merger and the Reincorporation Merger and upon the execution and delivery of the Supplemental Indenture in the manner described in the Registration Statement, the Notes, as amended by the Supplemental Indenture will be legally valid and binding obligations of New Holdings, 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 2 Food 4 Less Holdings, Inc. May 11, 1995 Page 2 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, LATHAM & WATKINS