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                                                                     EXHIBIT 5.2
 
   
                           IRWIN, CLUTTER & SEVERSON
    
                             2201 S.W. 29TH STREET
                                 P.O. BOX 5514
                           TOPEKA, KANSAS 66605-0514
 
                                  May 11, 1995
 
Falley's Inc.
3120 South Kansas Ave.
Topeka, Kansas 66611
 
     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") and the Subsidiary Guarantors (as defined therein),
including Falley's, Inc. ("Falley's"), filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of (i) the guarantee (the "New Senior Note Guarantee") by Falley's,
and the other Subsidiary Guarantors, of up to $175 million principal amount of
Senior Notes due 2004 to be issued in exchange for Food 4 Less' issued and
outstanding 10.45% Senior Notes due 2000 and (ii) the guarantee (the "New Senior
Subordinated Note Guarantee" and collectively, with the New Senior Note
Guarantee, the "Guarantees") by Falley's, and the other Subsidiary Guarantors,
of up to $145 million principal amount of 13.75% Senior Subordinated Notes due
2005 to be issued in exchange for Food 4 Less' issued and outstanding 13.75%
Senior Subordinated Notes due 2001.
 
     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 Guarantees and the indentures pursuant to which
the Guarantees are to be issued. 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.
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Falley's, Inc.
May 11, 1995
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     We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of Kansas, 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 issuance thereof
in the manner described in the Registration Statement, the Guarantees will be
legally valid and binding obligations of Falley's, 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 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,
 
                                          Irwin, Clutter & Severson