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                                                 Exhibit 5.1


                                   The Kroger Co.
                                   1014 Vine Street
                                   Cincinnati, OH  45202-1100

                                   August 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 $900,000,000 aggregate principal amount of debt securities (the "Securities")
in exchange for existing debt securities issued by the Company on June 25, 1999.
I have acted as counsel to the Company in connection with its preparation of a
Registration Statement relating to such issuance of the Securities on Form S-4
filed by the Company with the Securities and Exchange Commission (the
"Registration Statement") for the registration of the Securities under the
Securities Act of 1933, as amended (the "Act"). I have examined the Registration
Statement and the exhibits thereto; 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 such other records and documents
as I have deemed necessary in order to express the opinions hereinafter set
forth.

Based upon the foregoing, I am of the opinion that, when the indenture has been
duly executed and delivered, and the Securities have been duly executed,
authenticated, and issued in accordance with the terms of the instruments under
which they are being issued, the Securities will constitute the valid and
binding obligations of the Company.

The foregoing opinion is subject to applicable bankruptcy, insolvency, or other
laws affecting creditors' rights generally, as from time to time in effect, and
to general equity principles.

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                                                                     Exhibit 5.1


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 under the
caption "Legal Matters" therein. In giving such consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Act.

                                       Very truly yours,



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