[MCAFEE & TAFT LETTERHEAD]



                                 April 24, 2002


Fleming Companies, Inc.
P.O. Box 299013
Lewisville, TX 75029

Re:      Offering of Debt Securities and Common Stock


Ladies and Gentlemen:

         Reference is made to your Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission today with respect to the offering from time to time of $600,000,000
of Debt Securities and Common Stock of Fleming Companies, Inc. (the "Company").
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").

         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:

         When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company or a committee thereof of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment of legal consideration in excess of the par value
thereof for shares of Common Stock in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, and assuming that (i) the terms of such shares are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of such shares, the
Company has a sufficient number of authorized but unissued shares under the
Company's Amended and Restated Certificate of Incorporation and (iii) such
shares 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, such shares of Common Stock (including any Common
Stock duly issued upon the exchange or conversion of Debt Securities that are
exchangeable or convertible into Common Stock) will be validly issued, fully
paid and nonassessable.





         We hereby consent to the inclusion of this opinion as an exhibit to the
above mentioned Registration Statement and to the reference to our firm under
the caption "Legal Matters" in the Prospectus included therein.

                                  Very Truly Yours,

                                  /s/ McAfee & Taft

                                  McAfee & Taft, A Professional Corporation