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                                                                     EXHIBIT 5.1
 
                         [LATHAM & WATKINS LETTERHEAD]
 
                                  May 11, 1995
 
Food 4 Less Supermarkets, Inc.
Alpha Beta Company
Bay Area Warehouse Stores, Inc.
Bell Markets, Inc.
Cala Co.
Cala Foods, Inc.
Food 4 Less of California, Inc.
Food 4 Less GM, Inc.
Food 4 Less Merchandising, Inc.
Food 4 Less of Southern California, Inc.
777 South Harbor Boulevard
La Habra, California 90631
 
                  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"), which you have filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of (i) up to $175 million principal amount of Senior Notes due 2004
(the "New F4L Senior Notes") to be issued in exchange for Food 4 Less' issued
and outstanding 10.45% Senior Notes due 2000 (the "Old F4L Senior Notes"), (ii)
up to $145 million principal amount of 13.75% Senior Subordinated Notes due 2005
(the "New F4L Senior Subordinated Notes" and collectively with the New F4L
Senior Notes, the "New Notes") to be issued in exchange for Food 4 Less' issued
and outstanding 13.75% Senior Subordinated Notes due 2001 (the "Old F4L Senior
Subordinated Notes"), (iii) guarantees of the New Notes (the "Guarantees") by
Alpha Beta Company, a California corporation; Bay Area Warehouse Stores, Inc., a
California corporation; Bell Markets, Inc., a California corporation; Cala Co.,
a Delaware corporation; Cala Foods, Inc., a California corporation; Food 4 Less
of California, Inc., a California corporation; Food 4 Less GM, Inc. a California
corporation; Food 4 Less Merchandising, Inc., a California corporation; and Food
4 Less of Southern California, Inc., a Delaware corporation (collectively, the
"Guarantors"), and (iv) the Old F4L Senior Notes, as amended, that are not
exchanged for New F4L Senior Notes (the "Amended Senior Notes") and the Old F4L
Senior Subordinated Notes, as amended, that are not exchanged for New F4L
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LATHAM & WATKINS
 
Food 4 Less Supermarkets, Inc.
May 11, 1995
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Senior Subordinated Notes due 2005 (the "Amended Subordinated Notes," and
together with the Amended Senior Notes, the "Amended Notes").
 
   
     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 New Notes, the Amended Notes, the Guarantees, the
indentures pursuant to which the New Notes and the Guarantees are to be issued
and the indentures, as amended by the Supplemental Indentures (as defined in the
Dealer Manager Agreement), governing the Amended Notes. 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 meaning 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, the internal laws of the
States of New York and California and the General Corporation Law of the State
of Delaware, 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 execution of
the Supplemental Indentures and the New Indenture and the authentication and
delivery of the New Notes and the issuance thereof in the manner described in
the Registration Statement, the New Notes and the Amended Notes will be legally
valid and binding obligations of the Company and the Guarantees will be legally
valid and binding obligations of the Guarantors, except in each case 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,
 
                                          LATHAM & WATKINS