1 EXHIBIT 8.1 LATHAM & WATKINS May 11, 1995 Food 4 Less Holdings, Inc. 777 South Harbor Boulevard La Habra, CA 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 Number 33-86356) Ladies/Gentlemen: You have requested our opinion concerning the material federal income tax consequences of the offer to purchase and the related solicitation of consents to amendments to be made to the indenture for the 15.25% Senior Discount Notes due 2004 of Food 4 Less Holdings, Inc., 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. 33-86356), as amended by Amendment No. 1 filed with the Commission on January 6, 1995, as further amended by Amendment No. 2 filed with the Commission on January 24, 1995, as further amended by Post-effective Amendment No. 1 filed with the Commission on April 27, 1995, and as further amended by Post-effective Amendment No. 2 filed with the Commission on May 11, 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, LATHAM & WATKINS