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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.
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. 33-56445)
 
Gentlemen:
 
   
     At your request, we have examined the Registration Statement on Form S-4
(File No. 33-56445) (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 $450 million principal amount of Senior Subordinated
Notes due 2005 (the "New RGC Notes") to be issued in exchange for the issued and
outstanding 9% Senior Subordinated Notes due 2003 (the "Old RGC 9% Notes") and
the 10 1/4% Senior Subordinated Notes due 2002 (the "Old RGC 10 1/4% Notes"), in
each case, of Ralphs Grocery Company, (ii) guarantees of the New RGC 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
(iii) the Old RGC 9% Notes, as amended, and the Old RGC 10 1/4% Notes, as
amended, in each case, that are not exchanged for New RGC Notes (collectively,
the "Amended Notes").
    
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[Letterhead]
 
Food 4 Less Supermarkets, Inc.
May 11, 1995
Page 2
 
   
     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 RGC Notes, the Amended Notes, the Guarantees,
the indenture pursuant to which the New RGC Notes and the Guarantees are to be
issued and the indenture, 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 Note Indenture and the authentication
and delivery of the New RGC Notes and the issuance thereof in the manner
described in the Registration Statement, the Amended Notes and the New RGC Notes
will be legally valid and binding obligations of the Company and the Guarantees
will be legally valid and binding obligations of the Guarantors, in each case
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,
 
                                          LATHAM & WATKINS