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                                                                     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