EXHIBIT 5.1


                         [LATHAM & WATKINS LETTERHEAD]


                                 April 24, 2002

Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, TX 75029

            Re:   $600,000,000 Aggregate Offering Price of Securities of Fleming
                  Companies, Inc.

Ladies and Gentlemen:

            In connection with the registration statement on Form S-3 expected
to be filed on April 24, 2002 (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested our opinion with respect to
the matters set forth below.

            You have provided us with a draft prospectus (the "Prospectus")
which is a part of the Registration Statement. The Prospectus provides that it
will be supplemented in the future by one or more supplements to the Prospectus
(each, a "Prospectus Supplement"). The Prospectus as supplemented by various
Prospectus Supplements will provide for the sale by Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), of up to $600,000,000 aggregate offering
price of one or more series of debt securities (the "Debt Securities"), which
may be guaranteed (the "Guarantees") by the Company's wholly-owned domestic
subsidiaries listed on Schedule A hereto (the "Guarantors"), shares of common
stock of the Company, par value $2.50 per share (the "Common Stock") or any
combination of the foregoing, plus any additional Debt Securities, Guarantees or
Common Stock that may be registered pursuant to any subsequent registration
statements that the Company may hereafter file with the Commission pursuant to
Rule 462(b) under the Securities Act (collectively, the "Securities"). Any
series of Debt Securities may be convertible and/or exchangeable for Common
Stock or another series of Debt Securities. The Debt Securities will be issued
pursuant to an indenture between the Company and a Trustee (the "Trustee"), and
one or more supplements thereto (the "Indenture").

            In our capacity as your special counsel in connection with the
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company and the Guarantors in connection with the
authorization and issuance of the Securities and the Guarantees, respectively,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.

            In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.




Fleming Companies, Inc.
April 24, 2002
Page 2


            We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of New York, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction, or as to any matters of municipal law or the laws of any
local agencies within any state.

            Subject to the foregoing and the other qualifications set forth
herein, it is our opinion that, as of the date hereof:

            1.    When (a) the Indenture has been duly executed and delivered by
the Company, (b) the Debt Securities have been duly established in accordance
with the terms of the Indenture (including, without limitation, the adoption by
the Board of Directors of the Company or a committee thereof of a resolution
duly authorizing the issuance and delivery of the Debt Securities), duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective amendments thereto and any Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming (i) that the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (ii) that the Debt Securities as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (iii) that the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

            2.    When (a) the Indenture has been duly executed and delivered by
the Company and the applicable Guarantor, and (b) the Guarantees have been duly
authorized, executed and delivered on behalf of such Guarantor and the related
Debt Securities have been duly authenticated by the Trustee and duly executed
and delivered on behalf of the Company against payment therefor in accordance
with the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (c) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming (i)
that the terms of the Guarantees as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (ii) that the Guarantees as executed and delivered do not
violate any law applicable to the applicable Guarantor or result in a default
under or breach of any agreement or instrument binding upon such Guarantor, and
(iii) that the Guarantees as executed and delivered comply with all requirements
and restrictions, if any, applicable to such Guarantor, whether imposed by any
court or governmental or regulatory body having jurisdiction over such
Guarantor, and (iv) that the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and legally binding obligations of the
applicable Guarantor, enforceable against such Guarantor in accordance with
their terms.

            The opinions rendered in paragraphs 1 and 2 relating to the
enforceability of the Debt Securities and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in


Fleming Companies, Inc.
April 24, 2002
Page 3



effect relating to or affecting the rights and remedies of creditors, (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought and (iii) we express no opinion concerning
the enforceability of the judgment currency provisions contained in Section
10.16 of the Indenture.

            In addition, we express no opinion with respect to whether
acceleration of the Debt Securities may affect the collectibility of that
portion of the stated principal amount thereof that might be determined to
constitute unearned interest thereon.

            We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the Debt Securities or the Guarantors under
the Indenture or the Guarantees of Section 548 of the United States Bankruptcy
Code or applicable state law (including, without limitation, Article 10 of the
New York Debtor and Creditor Law) relating to fraudulent transfers and
obligations.

            We assume for purposes of this opinion that (i) the Company has been
duly incorporated and is validly existing as a corporation under the laws of the
State of Oklahoma and has the corporate power and authority to issue and sell
the Debt Securities; (ii) each of the Guarantors is a corporation, limited
liability company or limited partnership duly incorporated or organized, validly
existing and in good standing under the laws of the state of its incorporation
or organization, with full power and authority to execute, deliver and perform
its obligations under the Guarantees and the Indenture; (iii) the Indenture
constitutes the legally valid and binding obligation of the Company and the
Guarantors, enforceable against each of the Company and the Guarantors in
accordance with its terms; (v) the Trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; (vi)
the Trustee is duly qualified to engage in the activities contemplated by the
Indenture; (vii) the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes a legally valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; (viii)
the Trustee is in compliance, generally and with respect to acting as Trustee
under the Indenture, with all applicable laws and regulations; and (ix) the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

            We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                       Very truly yours,

                                       /s/ Latham & Watkins