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                                                                     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
    
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Food 4 Less Holdings, Inc.
May 11, 1995
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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