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                                                                     Exhibit 5.1


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

                                  May 4, 2001



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 an
additional $75,000,000 of Senior Notes (the "Securities"). I have acted as
counsel to the Company and the co-registrant guarantors ("Co-Registrants") in
connection with its preparation of an abbreviated Registration Statement
relating to such issuance of the Securities and the public sale thereof on Form
S-3 filed by the Company and the Co-Registrants with the Securities and Exchange
Commission (the "Abbreviated Registration Statement") for the registration of
the Securities under the Securities Act of 1933, as amended (the "Act"). I have
examined the Abbreviated Registration Statement and the exhibits thereto; the
Amended Articles of Incorporation and Regulations of the Company and the
Co-Registrants; the corporate minutes of the proceedings of the directors and
shareholders of the Company and the Co-Registrants; 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 and
authenticated in accordance with the terms of the instruments under which they
are being issued, and issued and sold in accordance with the underwriting
agreement related thereto, 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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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 Opinions" 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