EXHIBIT 5


           FORM OF OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.

                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                               590 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 872-1000

                                                                __________, 2001

Delhaize America, Inc.
2110 Executive Drive
P.O. Box 1330
Salisbury, North Carolina 28145-1330

Ladies and Gentlemen:

     We have acted as special counsel to Delhaize America, Inc., a North
Carolina corporation (the "Company"), Food Lion, LLC, a North Carolina limited
liability company ("Food Lion"), Hannaford Bros. Co., a Maine corporation
("Hannaford"), and Kash n' Karry Food Stores, Inc., a Delaware corporation
("Kash n' Karry" and, together with Food Lion and Hannaford, the "Guarantors,"
and together with the Company, the "Registrants"), in connection with the
proposed offer (the "Exchange Offer") to exchange up to $600,000,000 aggregate
principal amount of the Company's 7.375% notes due 2006, $1,100,000,000
aggregate principal amount of the Company's 8.125% notes due 2011 and
$900,000,000 aggregate principal amount of the Company's 9.000% debentures due
2031 (collectively, the "Old Securities") for $600,000,000 aggregate principal
amount of the Company's 7.375% notes due 2006, $1,100,000,000 aggregate
principal amount of the Company's 8.125% notes due 2011 and $900,000,000
aggregate principal amount of the Company's 9.000% debentures due 2031
(collectively, the "Exchange Securities"), pursuant to a registration statement
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The Exchange Securities, to be guaranteed by the Guarantors
(the "Exchange Guarantees"), will be issued in three series pursuant to an
Indenture dated as of April 15, 2001 by and among the Company, Food Lion, LLC
and The Bank of New York, as trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture dated as of April 19, 2001 by and among the
Company, Food Lion, LLC and the Trustee and a Second Supplemental Indenture
dated as of September 6, 2001 by and among the Company, the Guarantors and the
Trustee (collectively, the "Indenture").

     We have examined originals or certified copies of such corporate records,
documents, instruments and certificates of the Registrants, public officials and
others as we have deemed necessary, relevant or appropriate for purposes of this
letter. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all records, documents, instruments and certificates
submitted to us as originals and the conformity to authentic original documents
of all copies submitted to us as conformed, certified or reproduced copies. We
have also assumed the legal capacity of natural persons, the corporate or other
power of all persons signing on behalf of the parties thereto other than the
Registrants, the due authorization, execution and delivery of all documents by
the parties thereto other than the Registrants and that the Exchange Securities
will conform to the specimens examined by us and the Trustee's certificate of
authentication of the Exchange Securities will be manually signed by one of the
Trustee's authorized officers.


     Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:

     1. The Exchange Securities and Exchange Guarantees have been duly
authorized by the Company and the Guarantors, as applicable.

     2. Assuming due authentication by the Trustee in accordance with the terms
of the Indenture, the Exchange Securities and Exchange Guarantees, when issued
pursuant to the Exchange Offer, will constitute valid and legally binding
obligations of the Company and the Guarantors, as the case may be, enforceable
in accordance with their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other law relating to or affecting creditors' rights and remedies
generally and general principles of equity.

     The law covered by the opinions expressed herein is limited solely to the
Federal laws of the United States, the laws of the State of New York and the
General Corporation Law and Limited Liability Company Act of the State of
Delaware. For purposes of our opinion in paragraph 1 above with respect to the
due authorization of the Exchange Securities and Exchange Guarantees by the
Company, Hannaford and Food Lion, as applicable, we have assumed, with your
permission, that the corporate and limited liability company laws of the States
of North Carolina and Maine are identical to that of the General Corporation Law
and the Limited Liability Company Act of the State of Delaware.

     In connection with the opinions expressed above, we have also assumed that,
at or prior to the time of the delivery of the Exchange Securities and the
Exchange Guarantees, (i) the board of directors or managers, as the case may be,
of each of the Registrants, shall have duly established the terms of the
Exchange Securities and Exchange Guarantees, as applicable, and the
authorizations of issuance of the Exchange Securities and Exchange Guarantees
shall not have been modified or rescinded, (ii) the Registration Statement shall
have been declared effective by the Securities and Exchange Commission and such
effectiveness shall not have been terminated or rescinded, (iii) there shall not
have occurred any change in law affecting the validity, legally binding
character or enforceability of the Exchange Securities and Exchange Guarantees
and (iv) the issuance and delivery of the Exchange Securities and Exchange
Guarantees, all of the terms of the Exchange Securities and Exchange Guarantees
and each Registrant's performance of its respective obligations under the
Exchange Securities or Exchange Guarantees, as the case may be, will comply with
all applicable laws and with each requirement or restriction imposed by any
court or governmental body having jurisdiction over the Registrants and will not
result in a default under or a breach of any agreement or instrument then
binding upon any of the Registrants.

     This firm is a registered limited liability partnership organized under the
laws of the State of Texas.

     We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the statements made with respect to us under the caption "Legal
Matters" in the prospectus included as part of the Registration Statement. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.

     This letter is solely for your benefit and no other persons shall be
entitled to rely upon this letter. Without our prior written consent, this
letter may not be quoted in whole or in part or otherwise referred to in any
document and may not be furnished or otherwise disclosed to or used by any other
Person,


except for (i) delivery of copies hereof to counsel for the addressees hereof,
(ii) inclusion of copies hereof in a closing file and (iii) use hereof in any
legal proceeding arising out of the transactions contemplated by the Indenture
against this law firm or in which any addressee hereof is a defendant.

                                            Very truly yours,

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