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                                                                    EXHIBIT 5.2


                         CLUTTER, HINKEL & AADALEN, LLP


                                Attorneys at Law
                               2201 W. 29th Street
                                  P.O. Box 5514
                            Topeka, Kansas 66605-0514
                                  913-266-5121
                               913-266-2116 (Fax)



                                  June 5, 1997



Falley's, Inc.
3120 South Kansas Avenue
Topeka, KS 66611

         Re:      Ralphs Grocery Company
                  Registration Statement on Form S-4 (File No. 333-_______)

Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-4 (File No. 333-_________) (the "Registration Statement") of Ralphs Grocery
Company ("Ralphs") 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 the guarantee (the "Guarantee") by Falley's, and the other
Subsidiary Guarantors, of $155 million principal amount of 11% Senior
Subordinated Notes due 2005 to be issued in exchange for the issued and
outstanding 11% Senior Subordinated Notes due 2005 of Ralphs.

         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 Guarantee and the indenture pursuant to which the
Guarantee is 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.

         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 Guarantee
will be a legally valid and binding obligation of Falley's, except as may be
limited by the effect of bankruptcy, insolvency,








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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.



                                         Yours truly,



                                         CLUTTER, HINKEL & AADALEN, LLP