1
 
                                                                     EXHIBIT 8.1
 
   
                          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, 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 33-88894)
    
 
Ladies/Gentlemen:
 
   
     You have requested our opinion concerning the material federal income tax
consequences to holders of Food 4 Less, Inc. ("FFL") common stock, and Food 4
Less Holdings, Inc. ("Holdings") common stock, of the proposed merger of FFL
with and into Holdings and the proposed merger of Holdings with and into Food 4
Less Holdings, Inc., a Delaware corporation, as described in the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") on January 27, 1995 (File No. 33-88894), as amended by Amendment
No. 1 filed with the Commission on May 16, 1995.
    
 
     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 Consequences" 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 Consequences."
 
                                          Very truly yours,
 
                                          LATHAM & WATKINS