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                                                                     EXHIBIT 5.1

                                LATHAM & WATKINS
                                ATTORNEYS AT LAW
                       633 WEST FIFTH STREET, SUITE 4000
                       LOS ANGELES, CALIFORNIA 90071-2007

                                  June 6, 1997




Ralphs Grocery Company
1100 West Artesia Boulevard
Compton, California 90220

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

Ladies and Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-4 (the "Registration Statement") referenced above, which you have filed with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of $155,000,000 principal amount of 11%
Senior Subordinated Notes due 2005 (the "Exchange Notes"), to be offered and
issued by Ralphs Grocery Company (the "Company"), together with guarantees of
the Exchange Notes (the "Guarantees") by Alpha Beta Company, Bay Area Warehouse
Stores, Inc., Bell Markets, Inc., Cala Co., Cala Foods, Inc., Crawford Stores,
Inc., Food 4 Less of California, Inc., Food 4 Less GM, Inc., Food 4 Less
Merchandising, Inc. and Food 4 Less of Southern California, Inc. (collectively,
the "Guarantors").

         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 Exchange Notes, the Guarantees and the Indenture
pursuant to which the Exchange Notes and 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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Ralphs Grocery Company
June 6, 1997
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         We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York 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 issuance
thereof in the manner described in the Registration Statement, the Exchange
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 you filing this opinion as an exhibit to the Registration
Statement.


                                                   Very truly yours,

                                                   LATHAM & WATKINS