EX-5 2 0002.txt Exhibit 5.1 Law Offices McAfee & Taft A Professional Corporation 10th Floor, Two Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7103 (405) 235-9621 Fax (405) 235-0439 http://www.mcafeetaft.com June 30, 2000 Fleming Companies, Inc. 6301 Waterford Boulevard Post Office Box 26647 Oklahoma City, Oklahoma 73126 Re: 2000 Stock Incentive Plan Ladies and Gentlemen: Reference is made to your Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission today with respect to 1,900,000 shares of common stock, $2.50 par value per share (the "Common Stock") to be issued pursuant to the Fleming Companies, Inc. 2000 Stock Incentive Plan (the "Plan"). We have examined your corporate records and made such other investigations as we deemed appropriate for the purpose of this opinion. Based upon the foregoing, we are of the opinion that: 1. Fleming Companies, Inc (the "Company") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Oklahoma. 2. The issuance of the Common Stock has been duly authorized by appropriate corporate action on behalf of the Company. 3. When issued pursuant to the Plan, the Common Stock will be validly issued, and will be fully paid and non-assessable. We hereby consent to the inclusion of this opinion as an exhibit to the above mentioned Registration Statement. Very truly yours, MCAFEE & TAFT A PROFESSIONAL CORPORATION McAfee & Taft A Professional Corporation