[LETTERHEAD OF BAKERS & DANIELS]

                                  [Exhibit 5.5]

                                                               November 6, 2002

Village Market, LLC
23000 Roundy Drive
Pewaukee, Wisconsin 53072

     Re: Registration Statement on Form S-4 Registration No. 333-97623

Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as Indiana counsel to
Village Market, LLC, an Indiana limited liability company, (the "Guarantor"), in
connection with the Guarantor's proposed guarantee, along with the other
guarantors under the Indenture (as defined below), of $225,000,000 in aggregate
principal amount of 8 7/8% Senior Subordinated Notes, due 2012, Series B (the
"Exchange Notes"). The Exchange Notes are to be issued by Roundy's, Inc., a
Wisconsin corporation (the "Issuer"), pursuant to a Registration Statement on
Form S-4 (Registration No. 333-97623), originally filed with the Securities and
Exchange Commission (the "Commission") on August 2, 2002, under the Securities
Act of 1933, as amended (the "Act") such Registration Statement, as supplemented
or amended, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuer under the Exchange Notes will be guaranteed by the
Guarantor (the "Guarantee"), along with other guarantors. The Exchange Notes
and the Guarantees are to be issued pursuant to the Indenture (as supplemented,
the "Indenture"), dated as of June 6, 2002, among the Issuer, the Guarantors and
BNY Midwest Trust Company.

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents, corporate
records and other instruments (i) the Articles of Organization and Operating
Agreement of the Guarantor, (ii) a written consent of Members of the Guarantor
together with a written consent of the board of directors of the Guarantor's
manager, each with respect to the issuance of the Guarantees, (iii) the
Registration Statement and (iv) the Indenture.

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Guarantors and the due authorization, execution
and delivery of all documents by the parties thereto other than the Guarantors.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Guarantors and
others.

     Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general



principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies (iv) any law except the
laws of the State of Indiana and the Indiana case law decided thereunder and (v)
the "Blue Sky" laws and regulations of Indiana.

     Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:

          1. The Guarantor is organized and existing under the laws of the State
     of Indiana.

          2. The Guarantor has the requisite power and authority as a limited
     liability company to execute and deliver the Indenture and to perform its
     obligations thereunder.

           3. The execution and delivery of the Indenture by the Guarantor, and
     the performance of its obligations thereunder, has been duly authorized by
     Guarantor, and does not conflict with such Guarantor's Articles of
     Organization, Operating Agreement or any applicable provision of Indiana
     law or require any consent of any Indiana governmental authority.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Indiana be changed by legislative action, judicial decision
or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis may rely upon
this opinion to the same extent as if it were an addressee hereof.

     We hereby consent to the filing of this opinion with the commission as
Exhibit 5.5 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

                                   Sincerely,

                                   \s\ BAKER & DANIELS