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                                                                     EXHIBIT 5.1
 
   
                          OPINION OF LATHAM & WATKINS
    
 
   
                                  May 16, 1995
    
 
Food 4 Less Holdings, Inc., a California corporation
Food 4 Less Holdings, Inc., a Delaware corporation
777 South Harbor Boulevard
La Habra, California 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 NO. 33-88894)
    

   
Ladies/Gentlemen:
    
 
   
     At your request, we have examined the Registration Statement on Form S-4 of
Food 4 Less Holdings, Inc., a California corporation ("Holdings") and Food 4
Less Holdings, Inc., a Delaware corporation ("New Holdings"), as amended by
Amendment No. 1 thereto (the "Registration Statement"), which you have filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 22,356,042 shares of common
stock of Holdings, par value $.01 per share (the "Holdings Shares"), and
23,318,682 shares of common stock of New Holdings, par value $.01 per share (the
"New Holdings Shares").
    
 
     In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by Holdings and
New Holdings in connection with the authorization, issuance and sale of the
Holdings Shares and the New Holdings Shares, and for purposes of this opinion,
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion. Capitalized terms used herein without definition have the meanings
given to them in the Registration Statement.
 
     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.
 
     We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of 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 the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within either state.
 
     Subject to the foregoing, it is our opinion that the Holdings Shares and
the New Holdings Shares have been duly authorized, and, upon issuance, delivery
and payment therefor in the manner contemplated by the Registration Statement,
will be validly issued, fully paid and nonassessable.
 
     We consent to your filing this opinion as an exhibit to the Registration
Statement.
 
                                          Very truly yours,
 
   
                                          LATHAM & WATKINS