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                                                                      EXHIBIT 5

                                 THE KROGER CO.
                             Cincinnati, Ohio 45202

Paul W. Heldman
Senior Vice President, Secretary
and General Counsel


                                                                   May 20, 1999



Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202

Ladies and Gentlemen:

I am familiar with the proceedings taken and proposed to be taken by The Kroger
Co., an Ohio corporation (the "Company"), in connection with the issuance of up
to 10,000,000 shares of its Common Stock (the "Securities") pursuant to The
Kroger Co. 1999 Long-Term Incentive Plan (the "Plan"). I have acted as counsel
to the Company in connection with its preparation of a Registration Statement
relating to that issuance on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration of the Securities under
the Securities Act of 1933, as amended. I have examined the above-mentioned
documents, the Amended Articles of Incorporation and Regulations of the
Company, the corporate minutes of the proceedings of the directors and
shareholders of the Company, and all other records and documents of the Company
as I have deemed necessary in order to express the opinions hereinafter set
forth.

Based upon the foregoing, and assuming compliance with applicable federal and
state securities laws, I am of the opinion that when the Securities are issued
pursuant to the Plan, they will be duly authorized, validly issued and
outstanding, fully paid and non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement as having
passed upon the legality of the Securities offered thereby on behalf of the
Company.

                                            Very truly yours,



                                            (Paul Heldman)